Common use of REPORTS, RECORDS AND INSPECTIONS Clause in Contracts

REPORTS, RECORDS AND INSPECTIONS. 9.1. LICENSEE shall, within thirty (30) days after the calendar year in which NET SALES first occur, and within thirty (30) days after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide YALE with a written report detailing the NET SALES and uses, if any, made by LICENSEE, its SUBLICENSEES and AFFILIATES of LICENSED PRODUCTS and LICENSED METHODS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES of PRODUCTS IN CLASS or LICENSED METHODS shall be deemed to have occurred as determined in accordance with the GAAP used in the preparation of the financial statement furnished by LICENSEE to YALE pursuant to Section 9.3. Each such report shall be signed by an officer of LICENSEE (or the officer’s designee), and must include: (a) the number of PRODUCTS IN CLASS manufactured, sold, leased or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, by LICENSEE, SUBLICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the PRODUCTS IN CLASS and LICENSED METHODS and any permitted deductions made pursuant to Section 2.34; (c) a calculation of total royalties or other payment due, including any exchange rates used for conversion; and (d) names and addresses of all SUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE. 9.2. LICENSEE and its SUBLICENSEES shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this AGREEMENT. LICENSEE shall preserve such books and records for three (3) years after the calendar year to which they pertain. Such books and records shall be open to inspection by YALE or an independent certified public accountant selected by YALE, at YALE’s expense, during normal business hours upon ten (10) days’ prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by LICENSEE. In the event LICENSEE underpaid the amounts due to YALE with respect to the audited period by more than five percent (5%), LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid, within thirty (30) days of receiving notice thereof from YALE. 9.3. LICENSEE shall deliver to YALE within one hundred fifty (150) days after the end of each fiscal year of LICENSEE during the TERM, an income statement for such fiscal year, a balance sheet of LICENSEE and statement of stockholders’ equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such financial statements to be prepared in accordance with generally accepted accounting principles (“GAAP”), and accompanied by an audit report of independent public accountants of nationally recognized standing selected by LICENSEE.

REPORTS, RECORDS AND INSPECTIONS. 9.1. LICENSEE 9.1 Biohaven, its AFFILIATES and ASSIGNS shall, within thirty (30) [* * *] days after its accounting firm delivers the annual financials for the applicable calendar year in which NET SALES first occur, and within thirty (30) days after each calendar quarter (March 31, June 30, September 30 and December 31) thereafterare calculated, provide YALE ALS with a written report detailing the NET SALES and uses, if any, made by LICENSEEBiohaven, its SUBLICENSEES LICENSEES and AFFILIATES of LICENSED PATENT PRODUCTS and LICENSED METHODS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES of PATENT PRODUCTS IN CLASS or LICENSED METHODS shall be deemed to have occurred as determined in accordance with on the GAAP used in the preparation date of the financial statement furnished by LICENSEE to YALE pursuant to Section 9.3invoice for such PATENT PRODUCTS. Each such report shall be certified and signed by an officer of LICENSEE Biohaven (or the officer’s designee), and must include: (a) the number or amount, as appropriate, of PATENT PRODUCTS IN CLASS manufactured, sold, practiced, leased or otherwise transferred or disposed ofof by Biohaven, and the amount of LICENSED METHODS sold, by LICENSEE, SUBLICENSEES LICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the PATENT PRODUCTS IN CLASS and LICENSED METHODS and any permitted deductions made made, pursuant to Section 2.34Article 2.17 and/or Article 6.3; (c) a calculation of total royalties EARNED ROYALTIES or other payment due, including any exchange rates used for conversion; and (d) names and addresses of all SUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEELICENSEES. 9.2. LICENSEE 9.2 Biohaven, its AFFILIATES and its SUBLICENSEES LICENSEES shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this AGREEMENTAgreement. LICENSEE Biohaven shall preserve such books and records for three (3) [* * *]years after the calendar year to which they pertain. Such books and records shall be open to inspection by YALE ALS or an independent certified public accountant selected by YALEALS, at YALEALS’s expense, no more frequently than [* * *] per fiscal quarter, during normal business hours upon ten (10) [* * *] days’ prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by LICENSEEBiohaven. In the event LICENSEE Biohaven underpaid the amounts due to YALE ALS with respect to the audited period by more than five [* * *] percent (5[* * *]%), LICENSEE Biohaven shall pay the reasonable cost of such examination, together with the deficiency not previously paid, paid and interest from the due date of such payment within thirty (30) [* * *] days of receiving notice thereof from YALEALS. 9.3. LICENSEE shall deliver to YALE within one hundred fifty (150) days after the end of each fiscal year of LICENSEE during the TERM, an income statement for such fiscal year, a balance sheet of LICENSEE and statement of stockholders’ equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such financial statements to be prepared in accordance with generally accepted accounting principles (“GAAP”), and accompanied by an audit report of independent public accountants of nationally recognized standing selected by LICENSEE.

REPORTS, RECORDS AND INSPECTIONS. 9.1. 9.1 LICENSEE shall, within thirty (30) days [***] after the calendar year in which NET SALES first occur, and within thirty (30) days [***] after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide YALE with a written report detailing the NET SALES and usesSALES, if any, made by LICENSEE, its SUBLICENSEES and AFFILIATES of LICENSED PRODUCTS and LICENSED METHODS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES of LICENSED PRODUCTS IN CLASS or LICENSED METHODS shall be deemed to have occurred as determined in accordance with on the GAAP used in the preparation date of the financial statement furnished by LICENSEE to YALE pursuant to Section 9.3invoice for such LICENSED PRODUCTS. Each such report shall be signed by an officer of LICENSEE (or the officer’s designee), and must include: (a) the number of PRODUCTS IN CLASS manufactured, sold, leased or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, by LICENSEE, SUBLICENSEES and AFFILIATES;[***] (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the PRODUCTS IN CLASS and LICENSED METHODS and any permitted deductions made pursuant to Section 2.34;[***] (c) a calculation of total royalties or other payment due, including any exchange rates used for conversion; and[***] (d) names and addresses of all SUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE[***] (e) [***]. 9.2. 9.2 LICENSEE and its SUBLICENSEES shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this AGREEMENTAgreement. LICENSEE shall preserve such books and records for three (3) years [***] after the calendar year to which they pertain. Such books and records shall be open to inspection by YALE or an independent certified public accountant selected by YALE, at YALE’s expense, during normal business hours upon ten (10) days’ [***] prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by LICENSEE; provided, that LICENSEE shall not be obligated to provide such independent certified public accountant access to any of LICENSEE’S books and records unless and until such independent certified public accountant executes a confidentiality agreement with LICENSEE in a form reasonably acceptable to LICENSEE. In the event LICENSEE underpaid the amounts due to YALE with respect to the audited period by more than five [***] percent (5[***]%), LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paidpaid and interest from the due date of such payment, calculated at the rate set forth in Article 6.8, within thirty (30) days [***] of receiving notice thereof from YALE. 9.3. 9.3 On or before the [***] day following the close of LICENSEE’s fiscal year, LICENSEE shall deliver to provide YALE within one hundred fifty (150) days after with LICENSEE’s certified financial statements for the end of each preceding fiscal year of LICENSEE during the TERMincluding, an income statement for such fiscal yearat a minimum, a balance sheet of LICENSEE and statement of stockholders’ equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such financial statements to be prepared in accordance with generally accepted accounting principles (“GAAP”), and accompanied by an audit report of independent public accountants of nationally recognized standing selected by LICENSEEincome statement.

REPORTS, RECORDS AND INSPECTIONS. 9.1. 9.1 LICENSEE shall, within thirty (30) [***] days after the calendar year in which NET SALES first occur, and within thirty (30) [***] days after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide YALE with a written report detailing the NET SALES and uses, if any, made by LICENSEE, its SUBLICENSEES and AFFILIATES of LICENSED ROYALTY PRODUCTS and LICENSED METHODS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES of ROYALTY PRODUCTS IN CLASS or LICENSED METHODS shall be deemed to have occurred as determined in accordance with on the GAAP used in the preparation date of the financial statement furnished by LICENSEE to YALE pursuant to Section 9.3invoice for such above-mentioned PRODUCTS. Each such report shall be signed by an officer of LICENSEE (or the officer’s designee), and must include: (a) the number of PRODUCTS IN CLASS manufactured, sold, leased or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, by LICENSEE, SUBLICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the ROYALTY PRODUCTS IN CLASS and LICENSED METHODS and any permitted deductions made pursuant to Section 2.34Article 2.16; (cb) a calculation of total royalties or other payment due, including any exchange rates used for conversion; andand [***] 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. (dc) names and addresses of all SUBLICENSEES and the type and amount of any SUBLICENSE INCOME REVENUE received from each SUBLICENSEE. 9.2. LICENSEE and its SUBLICENSEES shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this AGREEMENT. LICENSEE shall preserve such books and records for three (3) years after the calendar year to which they pertain. Such books and records shall be open to inspection by YALE or an independent certified public accountant selected by YALE, at YALE’s expense, during normal business hours upon ten (10) days’ prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by LICENSEE. In the event LICENSEE underpaid the amounts due to YALE with respect to the audited period by more than five percent (5%), LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid, within thirty (30) days of receiving notice thereof from YALE. 9.3. LICENSEE shall deliver to YALE within one hundred fifty (150) days after the end of each fiscal year of LICENSEE during the TERM, an income statement for such fiscal year, a balance sheet of LICENSEE and statement of stockholders’ equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such financial statements to be prepared in accordance with generally accepted accounting principles (“GAAP”), and accompanied by an audit report of independent public accountants of nationally recognized standing selected by LICENSEE.

REPORTS, RECORDS AND INSPECTIONS. 9.1. 9.1 LICENSEE shall, within thirty sixty (3060) days after the calendar year in which NET SALES first occur, and within thirty sixty (3060) days after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide YALE with a written report detailing the all NET SALES and usesSALES, if any, made by LICENSEE, its SUBLICENSEES and AFFILIATES of LICENSED PRODUCTS and LICENSED METHODS or SERVICES during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES ; provided, that LICENSEE shall not be obligated to provide information regarding a particular sublicensee’s net sales until ten (10) days after LICENSEE’ s receipt of PRODUCTS IN CLASS or LICENSED METHODS shall be deemed to have occurred as determined in accordance with the GAAP used in the preparation of the financial statement furnished by LICENSEE to YALE pursuant to Section 9.3any such information from that sublicensee. Each such report shall be signed by an officer of LICENSEE (or the officer’s designee), and must include: (a) the number of LICENSED PRODUCTS IN CLASS manufacturedand SERVICES manufactured and sold by LICENSEE and by all sublicensees, sold, leased or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, by LICENSEE, SUBLICENSEES and AFFILIATES;and (b) a calculation the prices of NET SALES for the applicable reporting period in each countryLICENSED PRODUCTS and SERVICES sold, including the gross invoice prices charged for the PRODUCTS IN CLASS and LICENSED METHODS and any permitted deductions made pursuant to Section 2.34;and (c) a calculation of any deductions made, and (d) total royalties or other payment due, including any exchange rates used for conversion; and (de) names and addresses of all SUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEEsublicensees. 9.2. 9.2 LICENSEE shall, and shall require its SUBLICENSEES shall sublicensees, to keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail using methods conforming to good accounting principles as applied to a similar company similarly situated, to enable verification of EARNED ROYALTIES and other payments under this AGREEMENT. LICENSEE shall preserve such books and records for three (3) years after the calendar year to which they pertainsales recorded were actually made. Such books and records shall be open to inspection by YALE or an independent certified public accountant selected by YALEaccountant, at YALE’s expense, at the place or places where such records are customarily kept, during normal business hours upon ten (10) days’ days prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by LICENSEE. In All reports provided by LICENSEE under Article 9.1, and all information learned in the event LICENSEE underpaid the amounts due course of any audit or inspection, shall be deemed to YALE with respect be CONFIDENTIAL INFORMATION, except to the audited extent that it is necessary for YALE to reveal the information to its legal and/or financial advisors in order to enforce any rights it may have pursuant to this AGREEMENT or if such disclosure is required by law. The failure of YALE to request verification of any EARNED ROYALTIES after the three (3) year period shall be considered acceptance by more than five percent (5%)YALE of the accuracy of the EARNED ROYALTY calculations, and LICENSEE shall pay the reasonable cost of have no obligation to maintain any records pertaining to such examinationreport or statement beyond such three (3) year period, together with the deficiency not previously paid, within thirty (30) days of receiving notice thereof from YALE. 9.3. LICENSEE shall deliver to unless they have been disputed by YALE within one hundred fifty such three (1503) days after the end of each fiscal year of LICENSEE during the TERM, an income statement for such fiscal year, a balance sheet of LICENSEE and statement of stockholders’ equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such financial statements to be prepared in accordance with generally accepted accounting principles (“GAAP”), and accompanied by an audit report of independent public accountants of nationally recognized standing selected by LICENSEEperiod.

REPORTS, RECORDS AND INSPECTIONS. 9.18.1. LICENSEE shall, within thirty (30) days after the calendar year quarter in which NET SALES first occur, and within thirty (30) days after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide YALE MOFFITT with a written report report, substantially similar to the Xxxxxxx Cancer Center Royalty Report format in Appendix D, detailing the NET SALES and uses, if any, made by LICENSEE, its SUBLICENSEES and AFFILIATES of LICENSED PRODUCTS and LICENSED METHODS TECHNOLOGY during the preceding calendar quarter and calculating the payments due pursuant to Article 65. NET SALES of PRODUCTS IN CLASS or LICENSED METHODS TECHNOLOGY shall be deemed to have occurred as determined in accordance with the GAAP used in the preparation of the financial statement furnished by LICENSEE to YALE pursuant to Section 9.3GAAP. Each such report shall be signed by an officer of LICENSEE (or the officer’s designee), and must include: (ai) the number of PRODUCTS IN CLASS LICENSED TECHNOLOGY manufactured, sold, leased or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, by LICENSEE, SUBLICENSEES and AFFILIATES; (bii) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged amounts received for the PRODUCTS IN CLASS and LICENSED METHODS TECHNOLOGY and any permitted deductions made pursuant to Section 2.341.21; (ciii) a calculation of total royalties or other payment due, including any exchange rates used for conversion; and (div) names and addresses of all SUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE. 9.28.2. LICENSEE and its SUBLICENSEES shall keep and maintain complete and accurate books and records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this AGREEMENTAgreement. LICENSEE and SUBLICENSEES shall preserve such books and records for three five (35) years after the calendar year to which they pertain. Such books and records (including but not limited to invoice registers, original invoices, sales analysis reports, accounting general ledgers, sublicense agreements, distributor agreements, price lists, catalogs, chart of accounts, cash receipt journal, transfer pricing records, royalty reports, marketing materials, audited financial statements, income tax returns, produce line income statements, sales tax returns, manufacturing records, shipping records, and inventory records) shall be open to inspection by YALE or MOFFITT and an independent certified public accountant selected by YALEMOFFITT and subject to appropriate non-disclosure agreement, at YALE’s XXXXXXX’x expense, during normal business hours upon ten (10) days’ prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by LICENSEE. MOFFITT and the independent certified public accountant shall have the right to interview LICENSEE or SUBLICENSEES’ staff in furtherance of verifying any payments owed to XXXXXXX. XXXXXXX shall have the right to obtain from LICENSEE or SUBLICENSEE any standard or custom report from LICENSEE or SUBLICENSEE’s accounting/financial system that would aid MOFFITT and the independent certified public accountant in verifying payments owed to MOFFITT. In the event LICENSEE underpaid the amounts due to YALE MOFFITT with respect to the audited period by more than five [***] percent (5[***]%), LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid, and accrued interest on the underpayment at the lesser of the maximum rate allowed by law or [***]% per month, all within thirty (30) days of receiving notice thereof from YALEMOFFITT. 9.38.3. On or before the ninetieth (90th) day following the close of LICENSEE’s fiscal year, LICENSEE shall deliver to YALE within one hundred fifty (150) days after provide MOFFITT with LICENSEE’s certified financial statements for the end of each preceding fiscal year of LICENSEE during the TERMincluding, an income statement for such fiscal yearat a minimum, a balance sheet of and an income statement; provided, however, that until LICENSEE and statement of stockholders’ equity achieves $[***] in net annual revenue, LICENSEE shall only be required to provide qualified financial statements. 8.4. LICENSEE shall furnish MOFFITT with an Annual Innovation Office Startup Report, as of the end of such fiscal yearset forth in Appendix E, and a statement of cash flows for such fiscal year, such financial statements to be prepared on August 15th each year this Agreement is in accordance with generally accepted accounting principles (“GAAP”), and accompanied by an audit report of independent public accountants of nationally recognized standing selected by LICENSEEeffect.

REPORTS, RECORDS AND INSPECTIONS. 9.1. 9.1 LICENSEE shall, within thirty (30) days [***] after the calendar year in which NET SALES first occur, and within thirty (30) days [***] after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide YALE with a written report detailing the NET SALES and usesSALES, if any, made by LICENSEE, its SUBLICENSEES and AFFILIATES of LICENSED PRODUCTS and LICENSED METHODS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES of LICENSED PRODUCTS IN CLASS or LICENSED METHODS shall be deemed to have occurred as determined in accordance with on the GAAP used in the preparation date of the financial statement furnished by LICENSEE to YALE pursuant to Section 9.3invoice for such LICENSED PRODUCTS. Each such report shall be signed by an officer of LICENSEE (or the officer’s designee), and must include: (a) the number of PRODUCTS IN CLASS manufactured, sold, leased or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, by LICENSEE, SUBLICENSEES and AFFILIATES;[***] (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the PRODUCTS IN CLASS and LICENSED METHODS and any permitted deductions made pursuant to Section 2.34;[***] (c) a calculation of total royalties or other payment due, including any exchange rates used for conversion; and[***] (d) names and addresses of all SUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE[***] (e) [***]. 9.2. 9.2 LICENSEE and its SUBLICENSEES shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this AGREEMENTAgreement. LICENSEE shall preserve such books and records for three (3) years [***] after the calendar year to which they pertain. Such books and records shall be open to inspection by YALE or an independent certified public accountant selected by YALE, at YALE’s expense, during normal business hours upon ten (10) days’ [***] prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by LICENSEE; provided, that LICENSEE shall not be obligated to provide such independent certified public accountant access to any of LICENSEE’S books and records unless and until such independent certified public accountant executes a confidentiality agreement with LICENSEE in a form reasonably acceptable to LICENSEE. In the event LICENSEE underpaid the amounts due to YALE with respect to the audited period by more than five [***] percent (5[***]%), LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paidpaid and interest from the due date of such payment, calculated at the rate set forth in Article 6.8, within thirty (30) days [***] of receiving notice thereof from YALE. 9.3. 9.3 On or before the [***] following the close of LICENSEE’s fiscal year, LICENSEE shall deliver to provide YALE within one hundred fifty (150) days after with LICENSEE’s certified financial statements for the end of each preceding fiscal year of LICENSEE during the TERMincluding, an income statement for such fiscal yearat a minimum, a balance sheet of LICENSEE and statement of stockholders’ equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such financial statements to be prepared in accordance with generally accepted accounting principles (“GAAP”), and accompanied by an audit report of independent public accountants of nationally recognized standing selected by LICENSEEincome statement.

REPORTS, RECORDS AND INSPECTIONS. 9.1. 9.1 LICENSEE shall, within thirty (30) days after the calendar year in which NET SALES first occur, and within thirty (30) days after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide YALE with a written report detailing the NET SALES and uses, if any, made by LICENSEE, its SUBLICENSEES and AFFILIATES of LICENSED PRODUCTS and LICENSED METHODS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES of LICENSED PRODUCTS IN CLASS or LICENSED METHODS shall be deemed to have occurred as determined in accordance with on the GAAP used in the preparation date of the financial statement furnished by LICENSEE to YALE pursuant to Section 9.3invoice for such LICENSED PRODUCTS or LICENSED METHODS. Each such report shall be signed by an officer of LICENSEE (or the officer’s designee), and must include: (a) the number of LICENSED PRODUCTS IN CLASS manufactured, sold, leased or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, by LICENSEE, SUBLICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the LICENSED PRODUCTS IN CLASS and LICENSED METHODS and any permitted deductions made pursuant to Section 2.34Article 2.15; (c) a calculation of total royalties or other payment due, including any exchange rates used for conversion; and (d) names and addresses of all SUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE. 9.2. LICENSEE and its SUBLICENSEES shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this AGREEMENT. LICENSEE shall preserve such books and records for three (3) years after the calendar year to which they pertain. Such books and records shall be open to inspection by YALE or an independent certified public accountant selected by YALE, at YALE’s expense, during normal business hours upon ten (10) days’ prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by LICENSEE. In the event LICENSEE underpaid the amounts due to YALE with respect to the audited period by more than five percent (5%), LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid, within thirty (30) days of receiving notice thereof from YALE. 9.3. LICENSEE shall deliver to YALE within one hundred fifty (150) days after the end of each fiscal year of LICENSEE during the TERM, an income statement for such fiscal year, a balance sheet of LICENSEE and statement of stockholders’ equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such financial statements to be prepared in accordance with generally accepted accounting principles (“GAAP”), and accompanied by an audit report of independent public accountants of nationally recognized standing selected by LICENSEE.

REPORTS, RECORDS AND INSPECTIONS. 9.18.1. LICENSEE shall, within thirty (30) days after the calendar year quarter in which NET SALES first occur, and within thirty (30) days after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide YALE MOFFITT with a written report report, substantially similar to the Xxxxxxx Cancer Center Royalty Report format in Appendix D, detailing the NET SALES and uses, if any, made by LICENSEE, its SUBLICENSEES and AFFILIATES of LICENSED PRODUCTS and LICENSED METHODS TECHNOLOGY during the preceding calendar quarter and calculating the payments due pursuant to Article 65. NET SALES of PRODUCTS IN CLASS or LICENSED METHODS TECHNOLOGY shall be deemed to have occurred as determined in accordance with the GAAP used in the preparation of the financial statement furnished by LICENSEE to YALE pursuant to Section 9.3GAAP. Each such report shall be signed by an officer of LICENSEE (or the officer’s designee), and must include: (ai) the number of PRODUCTS IN CLASS LICENSED TECHNOLOGY manufactured, sold, leased or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, by LICENSEE, SUBLICENSEES and AFFILIATES; (bii) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged amounts received for the PRODUCTS IN CLASS and LICENSED METHODS TECHNOLOGY and any permitted deductions made pursuant to Section 2.341.17; (ciii) a calculation of total royalties or other payment due, including any exchange rates used for conversion; and (div) names and addresses of all SUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE. 9.28.2. LICENSEE and its SUBLICENSEES shall keep and maintain complete and accurate books and records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this AGREEMENTAgreement. LICENSEE and SUBLICENSEES shall preserve such books and records for three five (35) years after the calendar year to which they pertain. Such books and records (including but not limited to invoice registers, original invoices, sales analysis reports, accounting general ledgers, sublicense agreements, distributor agreements, price lists, catalogs, chart of accounts, cash receipt journal, transfer pricing records, royalty reports, marketing materials, audited financial statements, income tax returns, produce line income statements, sales tax returns, manufacturing records, shipping records, and inventory records) shall be open to inspection by YALE or MOFFITT and an independent certified public accountant selected by YALEMOFFITT and subject to appropriate non-disclosure agreement, at YALE’s XXXXXXX’x expense, during normal business hours upon ten (10) days’ prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by LICENSEE. MOFFITT and the independent certified public accountant shall have the right to interview LICENSEE or SUBLICENSEES’ staff in furtherance of verifying any payments owed to XXXXXXX. XXXXXXX shall have the right to obtain from LICENSEE or SUBLICENSEE any standard or custom report from LICENSEE or SUBLICENSEE’s accounting/financial system that would aid MOFFITT and the independent certified public accountant in verifying payments owed to MOFFITT. In the event LICENSEE underpaid the amounts due to YALE MOFFITT with respect to the audited period by more than five percent (5%), LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid, and accrued interest on the underpayment at the lesser of the maximum rate allowed by law or [***]% per month, all within thirty (30) days of receiving notice thereof from YALEMOFFITT. 9.38.3. On or before the ninetieth (90th) day following the close of LICENSEE’s fiscal year, LICENSEE shall deliver to YALE within one hundred fifty (150) days after provide MOFFITT with LICENSEE’s certified financial statements for the end of each preceding fiscal year of LICENSEE during the TERMincluding, an income statement for such fiscal yearat a minimum, a balance sheet of and an income statement; provided, however, that until LICENSEE and statement of stockholders’ equity achieves $[***] in net annual revenue, LICENSEE shall only be required to provide qualified financial statements. 8.4. LICENSEE shall furnish MOFFITT with an Annual Innovation Office Startup Report, as of the end of such fiscal yearset forth in Appendix E, and a statement of cash flows for such fiscal year, such financial statements to be prepared on August 15th each year this Agreement is in accordance with generally accepted accounting principles (“GAAP”), and accompanied by an audit report of independent public accountants of nationally recognized standing selected by LICENSEEeffect.

REPORTS, RECORDS AND INSPECTIONS. 9.1. 7.1 LICENSEE shall, within thirty sixty (3060) days after the calendar year semi-annual period in which NET SALES first occur, and within thirty sixty (3060) days after each calendar quarter semi-annual period (March 31, June 30, September 30 and December 31) thereafter, provide YALE LICENSOR with a written report report, detailing the NET SALES and uses, if any, made by LICENSEE, its SUBLICENSEES and AFFILIATES of LICENSED PRODUCTS and LICENSED METHODS TECHNOLOGIES during the preceding calendar quarter semi-annual period and calculating the payments due pursuant to Article 64. NET SALES of PRODUCTS IN CLASS or LICENSED METHODS TECHNOLOGIES shall be deemed to have occurred as determined in accordance with on the GAAP used in the preparation date of the financial statement furnished by LICENSEE to YALE pursuant to Section 9.3collection of invoices for such LICENSED TECHNOLOGIES. Each such report shall be signed by an officer of LICENSEE (or the officer’s designee), and must include: (a) the number of PRODUCTS IN CLASS LICENSED TECHNOLOGIES manufactured, sold, leased or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, by LICENSEE, SUBLICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the PRODUCTS IN CLASS and LICENSED METHODS TECHNOLOGIES and any permitted deductions made pursuant to Section 2.34Article 1.15; (c) a A calculation of total royalties or other payment due, including any exchange rates used for conversion; and (d) names and addresses of all SUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE. 9.2. 7.2 LICENSEE and its SUBLICENSEES shall keep and maintain complete and accurate books and records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this AGREEMENTAgreement. Such books and records shall be open to inspection by LICENSOR, at LICENSOR’S expense, during normal business hours upon at least thirty (30) days’ written notice and at a time that is mutually convenient for the parties. LICENSEE and SUBLICENSEES shall preserve such books and records for three five (35) years after the calendar year to which they pertain. Such books and records shall be open to inspection by YALE or an independent certified public accountant selected by YALE, at YALE’s expense, during normal business hours upon ten (10) days’ prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by LICENSEE. In the event LICENSEE underpaid the amounts due to YALE LICENSOR with respect to the audited period by more than five percent (5%), LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid, and accrued interest on the underpayment at the lesser of the maximum rate allowed by law or 1.5% per month, all within thirty (30) days of receiving notice thereof from YALELICENSOR. 9.3. 7.3 On or before one hundred eighty (180) days following the close of LICENSEE’s fiscal year, LICENSEE shall deliver to YALE within one hundred fifty (150) days after provide LICENSOR with LICENSEE’S certified financial statements for the end of each preceding fiscal year of LICENSEE during the TERMincluding, an income statement for such fiscal yearat a minimum, a balance sheet of LICENSEE and statement of stockholders’ equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such financial statements to be prepared in accordance with generally accepted accounting principles (“GAAP”), and accompanied by an audit report of independent public accountants of nationally recognized standing selected by LICENSEEincome statement.

REPORTS, RECORDS AND INSPECTIONS. 9.1. LICENSEE shall, within thirty ninety (3090) days after the calendar year in which NET SALES first occur, and within thirty ninety (3090) days after each calendar quarter (i.e., March 31, June 30, September 30 and December 31) thereafter, provide YALE with a written report detailing the NET SALES and uses, if any, made by LICENSEE, its SUBLICENSEES and AFFILIATES of LICENSED PRODUCTS and LICENSED METHODS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES of LICENSED PRODUCTS IN CLASS or LICENSED METHODS shall be deemed to have occurred as determined in accordance with on the GAAP used in the preparation date of the financial statement furnished by LICENSEE to YALE pursuant to Section 9.3invoice for such LICENSED PRODUCTS or LICENSED METHODS. Each such report shall be signed by an officer of LICENSEE (or the officer’s designee), and must include: (a) the number of LICENSED PRODUCTS IN CLASS manufactured, sold, leased sold or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, by LICENSEE, SUBLICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period in each countryperiod, including the gross invoice prices charged for the LICENSED PRODUCTS IN CLASS and LICENSED METHODS and detailing any permitted deductions made pursuant to Section 2.34Article 2.16; (c) a calculation of total royalties or other payment due, including any exchange rates used for conversion; and (d) names and addresses of all SUBLICENSEES and the type and amount of any SUBLICENSE INCOME INCOME, if any, received from each SUBLICENSEE. 9.2. LICENSEE and its SUBLICENSEES shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this AGREEMENTAgreement. LICENSEE shall preserve such books and records for three (3) years after the calendar year to which they pertain. Such books and records shall be open to inspection by YALE or an independent certified public accountant selected by YALE, at YALE’s expense, during normal business hours upon ten thirty (1030) days’ days prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by LICENSEE. In the event LICENSEE underpaid the amounts due to YALE with respect to the audited period by more than five percent (5%), LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid, within thirty (30) days of receiving notice thereof from YALE. 9.3. On or before the ninetieth (90th) day following the close of LICENSEE’s fiscal year, LICENSEE shall deliver to provide YALE within one hundred fifty (150) days after with LICENSEE’s certified financial statements for the end of each preceding fiscal year of LICENSEE during the TERMincluding, an income statement for such fiscal yearat a minimum, a balance sheet and an income statement. This Article 9.3 shall not apply if and for so long as LICENSEE has a class of LICENSEE and statement of stockholders’ equity as securities registered under Section 12 of the end Securities Exchange Act of such fiscal year, and a statement of cash flows for such fiscal year, such financial statements to be prepared in accordance with generally accepted accounting principles (“GAAP”), and accompanied by an audit report of independent public accountants of nationally recognized standing selected by LICENSEE1934.

REPORTS, RECORDS AND INSPECTIONS. 9.1. 9.1 LICENSEE shall, within thirty (30) days [**] after the calendar year in which NET SALES first occur, and within thirty (30) days [**] after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide YALE with a written report detailing the NET SALES and uses, if any, made by LICENSEE, its SUBLICENSEES and AFFILIATES of LICENSED PRODUCTS and LICENSED METHODS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES of PRODUCTS IN CLASS or LICENSED METHODS shall be deemed to have occurred as determined in accordance with the GAAP used in the preparation of the financial statement furnished by LICENSEE to YALE pursuant to Section 9.3. Each such report report, using the template provided in Exhibit 9.1 or containing materially the same information contained therein, shall be signed by an officer of LICENSEE (or the officer’s designee), and must include: (a) the number of PRODUCTS IN CLASS manufactured, sold, leased or otherwise transferred or disposed of, and the amount invoiced value of services performed and for which consideration was received using LICENSED METHODS soldMETHODS, by LICENSEE, SUBLICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the PRODUCTS IN CLASS and LICENSED METHODS and any permitted deductions made pursuant to Section 2.342.36; (c) a calculation of total royalties or other payment due, including any exchange rates used for conversion; and (d) names and addresses of all SUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE. 9.2. (e) identification of any INVENTOR AGREEMENT(S) in effect during the previous calendar quarter; provided, however, that LICENSEE shall be required to identify only those INVENTOR AGREEMENTS to which a SUBLICENSEE is a party if LICENSEE has actual, and not merely constructive, knowledge of the existence of such INVENTOR AGREEMENT with a SUBLICENSEE at the time it provides the particular report to YALE pursuant to this Section; LICENSEE shall require a SUBLICENSEE to report INVENTOR AGREEMENTS to LICENSEE. 9.2 LICENSEE and its SUBLICENSEES shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this AGREEMENT. LICENSEE shall preserve such books and records for three (3) years [**] after the calendar year to which they pertain. Such books and records shall be open to inspection by YALE or an independent certified public accountant selected by YALE, at YALE’s expense, during normal business hours upon ten (10) days’ [**] prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by LICENSEE. In the event LICENSEE underpaid the amounts due to YALE with respect to the audited period by more than five percent [**] Percent (5[**]%), LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid, within thirty (30) days [**] of receiving notice thereof from YALE. 9.3. 9.3 LICENSEE shall deliver to YALE within one hundred fifty (150) days [**] after the end of each fiscal year of LICENSEE during the TERM, an income statement for such fiscal year, a balance sheet of LICENSEE and statement of stockholders’ equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such financial statements to be prepared in accordance with generally accepted accounting principles (“GAAP”), and accompanied by an audit report of independent public accountants of nationally recognized standing selected by LICENSEE.

REPORTS, RECORDS AND INSPECTIONS. 9.1. 8.1 LICENSEE shall, within thirty (30) days [**] after the calendar year in which NET SALES first occur, and within thirty (30) days [**] after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide YALE with a written report detailing the NET SALES and uses, if any, made by LICENSEE, its SUBLICENSEES ARVINAS LICENSEES, to the extent LICENSEE has received corresponding reports and information from ARVINAS LICENSEES, and AFFILIATES of LICENSED ROYALTY PRODUCTS and LICENSED METHODS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES of ROYALTY PRODUCTS IN CLASS or LICENSED METHODS shall be deemed to have occurred as determined in accordance with the GAAP used in the preparation of the financial statement furnished by when LICENSEE to YALE pursuant to Section 9.3receives such NET SALES for such ROYALTY PRODUCTS. Each such report shall be signed by an officer of LICENSEE (or the officer’s designee), and must include: : (a) the number or amount, as appropriate, of ROYALTY PRODUCTS IN CLASS manufactured, sold, leased sold or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, by LICENSEE, SUBLICENSEES ARVINAS LICENSEES and AFFILIATES; ; (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the ROYALTY PRODUCTS IN CLASS and LICENSED METHODS and any permitted deductions made pursuant to Section 2.34; Article 2.22; (c) a calculation of total royalties or other payment due, including any exchange rates used for conversion; and and (d) names and addresses of all SUBLICENSEES THIRD PARTY LICENSEES and the type and amount of any SUBLICENSE COLLABORATION INCOME received from each SUBLICENSEE. 9.2. LICENSEE and its SUBLICENSEES shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this AGREEMENT. LICENSEE shall preserve such books and records for three (3) years after the calendar year to which they pertain. Such books and records shall be open to inspection by YALE or an independent certified public accountant selected by YALE, at YALE’s expense, during normal business hours upon ten (10) days’ prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by LICENSEE. In the event LICENSEE underpaid the amounts due to YALE with respect to the audited period by more than five percent (5%), LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid, within thirty (30) days of receiving notice thereof from YALE. 9.3. LICENSEE shall deliver to YALE within one hundred fifty (150) days after the end of each fiscal year of LICENSEE during the TERM, an income statement for such fiscal year, a balance sheet of LICENSEE and statement of stockholders’ equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such financial statements to be prepared in accordance with generally accepted accounting principles (“GAAP”), and accompanied by an audit report of independent public accountants of nationally recognized standing selected by THIRD PARTY LICENSEE.

REPORTS, RECORDS AND INSPECTIONS. 9.1. LICENSEE shall, within thirty ninety (3090) days after the calendar year in which NET SALES first occur, and within thirty ninety (3090) days after each calendar quarter (i.e., March 31, June 30, September 30 and December 31) thereafter, provide YALE with a written report detailing the NET SALES and uses, if any, made by LICENSEE, its SUBLICENSEES and AFFILIATES of LICENSED PRODUCTS and LICENSED METHODS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES of LICENSED PRODUCTS IN CLASS or LICENSED METHODS shall be deemed to have occurred as determined in accordance with on the GAAP used in the preparation date of the financial statement furnished by LICENSEE to YALE pursuant to Section 9.3invoice for such LICENSED PRODUCTS or LICENSED METHODS. Each such report shall be signed by an officer of LICENSEE (or the officer’s designee), and must include: (a) the number of LICENSED PRODUCTS IN CLASS manufactured, sold, leased sold or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, by LICENSEE, SUBLICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period in each countryperiod, including the gross invoice prices charged for the LICENSED PRODUCTS IN CLASS and LICENSED METHODS and detailing any permitted deductions made pursuant to Section 2.34Article 2.16; (c) a calculation of total royalties or other payment due, including any exchange rates used for conversion; and (d) names and addresses of all SUBLICENSEES and the type and amount of any SUBLICENSE INCOME INCOME, if any, received from each SUBLICENSEE. 9.2. LICENSEE and its SUBLICENSEES shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this AGREEMENTAgreement. LICENSEE shall preserve such books and records for three (3) years after the calendar year to which they pertain. Such books and records shall be open to inspection by YALE or an independent certified public accountant selected by YALE, at YALE’s expense, during normal business hours upon ten thirty (1030) days’ days prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by LICENSEE. In the event LICENSEE underpaid the amounts due to YALE with respect to the audited period by more than five percent (5%), LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid, within thirty (30) days of receiving notice thereof from YALE. 9.3. On or before the ninetieth (90th) day following the close of LICENSEE’s fiscal year, LICENSEE shall deliver to provide YALE within one hundred fifty (150) days after with LICENSEE’s certified financial statements for the end of each preceding fiscal year of LICENSEE during the TERMincluding, an income statement for such fiscal yearat a minimum, a balance sheet of LICENSEE and statement of stockholders’ equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such financial statements to be prepared in accordance with generally accepted accounting principles (“GAAP”), and accompanied by an audit report of independent public accountants of nationally recognized standing selected by LICENSEE.income statement. This Article

REPORTS, RECORDS AND INSPECTIONS. 9.18.1. LICENSEE shall, within thirty (30) days after the calendar year quarter in which NET SALES first occur, and within thirty (30) days after the end of each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide YALE MOFFITT with a written report report, substantially similar to the Xxxxxxx Cancer Center Royalty Report format in Appendix C, detailing the NET SALES and uses, if any, made by LICENSEE, its SUBLICENSEES and AFFILIATES of LICENSED PRODUCTS and LICENSED METHODS TECHNOLOGY during the preceding calendar quarter and calculating the payments due pursuant to Article 65. NET SALES of PRODUCTS IN CLASS or LICENSED METHODS TECHNOLOGY shall be deemed to have occurred as determined in accordance with on the GAAP used in the preparation receipt of the financial statement furnished by LICENSEE to YALE pursuant to Section 9.3payments for such LICENSED TECHNOLOGY. Each such report shall be signed by an officer of LICENSEE (or the officer’s 's designee), and must include: (a) the number of PRODUCTS IN CLASS LICENSED TECHNOLOGY manufactured, sold, leased or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, by LICENSEE, SUBLICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the PRODUCTS IN CLASS and LICENSED METHODS TECHNOLOGY and any permitted deductions made pursuant to Section 2.34Article 1.16; (c) a calculation of total royalties or other payment due, including any exchange rates used for conversion; and (d) names and addresses of all SUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE. 9.28.2. LICENSEE and its SUBLICENSEES shall keep and maintain complete and accurate books and records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this AGREEMENTAgreement, provided that in any event such records shall not be required to be any more detailed than those which LICENSEE or SUBLICENSEES, respectively, generally maintain in their ordinary course of business. LICENSEE and SUBLICENSEES shall preserve such books and records for three (3) years after the calendar year to which they pertain. Such books and records (including but not limited to invoice registers, original invoices, sales analysis reports, accounting general ledgers, sublicense agreements, distributor agreements, price lists, catalogs, chart of accounts, cash receipt journal, transfer pricing records, royalty reports, marketing materials, audited financial statements, income tax returns, produce line income statements, sales tax returns, manufacturing records, shipping records, and inventory records) to the extent they relate directly to the verification of the amounts payable to MOFFITT shall be open to inspection by YALE or MOFFITT and an independent certified public accountant selected by YALEMOFFITT, at YALE’s XXXXXXX’x expense, during normal business hours upon ten (10) days’ ' prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by LICENSEE. MOFFITT and the independent certified public accountant shall have the right to interview LICENSEE or SUBLICENSEES’ staff in furtherance of verifying any payments owed to MOFFITT. Such accountant shall not disclose to MOFFITT any information other than information relating to the accuracy of reports and payments delivered under this Agreement. In the event LICENSEE underpaid the amounts due to YALE MOFFITT with respect to the audited period by more than five percent (5%), and if either (i) the accountant selected by MOFFITT was approved by LICENSEE in advance of such audit or (ii) such underpayment is proven to the satisfaction of a mutually agreed external auditor, then LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid, and accrued interest on the underpayment at the lesser of the maximum rate allowed by law or 1.5% per month, all within thirty sixty (3060) days of receiving notice thereof from YALE.XXXXXXX. XXXXXXX may exercise its rights under this Section 8.2 only once every year and only with reasonable prior notice to LICENSEE, and subject to prior coordination. Any such audit shall be made during LICENSEE’S normal business hours and shall not unreasonably interfere with the business of LICENSEE and shall be completed within a reasonable time 9.38.3. MOFFITT acknowledges that LICENSEE shall deliver to YALE within one hundred fifty (150) days after the end of is currently a publicly traded company. MOFFITT may access information regarding LICENSEE’s financial condition for each fiscal year of LICENSEE during through publicly filed documents with the TERM, an income statement for such fiscal year, a balance sheet of LICENSEE U.S. Securities and statement of stockholders’ equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such financial statements to be prepared in accordance with generally accepted accounting principles (“GAAP”), and accompanied by an audit report of independent public accountants of nationally recognized standing selected by LICENSEEExchange Commission.

REPORTS, RECORDS AND INSPECTIONS. 9.110.1. Following FIRST SALE, LICENSEE shall, within thirty sixty (3060) days after the calendar year in which NET SALES first occuroccurs, and within thirty sixty (3060) days after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide YALE the LICENSOR with a written report detailing the NET SALES and usesSALES, if any, made by LICENSEE, its SUBLICENSEES and AFFILIATES of LICENSED PRODUCTS and LICENSED METHODS during the preceding calendar quarter and calculating the payments due pursuant to Article 6ARTICLE 7. NET SALES of LICENSED PRODUCTS IN CLASS or LICENSED METHODS shall be deemed to have occurred as determined in accordance with on the GAAP used in the preparation date of the financial statement furnished by LICENSEE to YALE pursuant to Section 9.3invoice for such LICENSED PRODUCTS. Each such report shall be signed by an officer of LICENSEE (or the officer’s 's designee), and must include: (a) the number of LICENSED PRODUCTS IN CLASS manufactured, sold, leased or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, by LICENSEE, SUBLICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the LICENSED PRODUCTS IN CLASS and LICENSED METHODS and any permitted deductions made pursuant to Section 2.34Article 2.24; (c) a calculation of total royalties or other payment due, including any exchange rates used for conversion; and; (d) names and addresses of all SUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE. 9.210.2. LICENSEE and its SUBLICENSEES shall keep and keep, maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this AGREEMENTAgreement. LICENSEE shall preserve such books and records for three (3) years after the calendar year to which they pertain, or, in case of any dispute, until such dispute is finally decided or settled. Such books and records shall be open to inspection by YALE the LICENSOR or an independent certified public accountant selected by YALEthe LICENSOR, at YALEthe LICENSOR’s expense, during normal business hours upon ten (10) days’ ' prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by LICENSEE. In the event LICENSEE underpaid the amounts due to YALE the LICENSOR with respect to the audited period by more than five percent (5%[***]), LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid, and accrued interest on the underpayment at the lesser of the maximum rate allowed by law or [***] per month, all within thirty (30) days of receiving notice thereof from YALE. 9.3the LICENSOR. If the LICENSEE underpays by more than [***] in any calendar quarter, then the LICENSEE shall from that date forward deliver to YALE at LICENSEE’S cost and expense an annual audit within one hundred fifty (150) 90 days after the end of each annual period. 10.3. On or before the 90th day following the close of LICENSEE’S fiscal year, LICENSEE shall provide the LICENSOR with LICENSEE’S certified financial statements for the preceding fiscal year of LICENSEE during the TERMincluding, an income statement for such fiscal yearat a minimum, a balance sheet of and an income statement, including notes relating to the License Agreement. LICENSEE shall also require that any SUBLICENSEE provide the LICENSEE and statement of stockholders’ equity as the LICENSOR with annual audited financial statements for within ninety (90) days following the date of the end closing of such the SUBLICENSEE’s preceding fiscal year, and a statement of cash flows for such fiscal year, such financial statements to be prepared in accordance with generally accepted accounting principles (“GAAP”), and accompanied by an audit report of independent public accountants of nationally recognized standing selected by LICENSEE.

REPORTS, RECORDS AND INSPECTIONS. 9.1. LICENSEE shall, within thirty (30) days after the calendar year in which NET SALES first occur, and within thirty (30) days after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide YALE INSTITUTIONS with a written report detailing the NET SALES and uses, if any, made by LICENSEE, its SUBLICENSEES and AFFILIATES of LICENSED PRODUCTS and LICENSED METHODS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES of LICENSED PRODUCTS IN CLASS or LICENSED METHODS shall be deemed to have occurred as determined in accordance with on the GAAP used in the preparation date of the financial statement furnished by LICENSEE to YALE pursuant to Section 9.3invoice for such LICENSED PRODUCTS or LICENSED METHODS. Each such report shall be signed by an officer of LICENSEE (or the officer’s 's designee), and must include: (a) the number of LICENSED PRODUCTS IN CLASS manufactured, sold, leased or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, by LICENSEE, SUBLICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the LICENSED PRODUCTS IN CLASS and LICENSED METHODS and any permitted deductions made pursuant to Section 2.34Article 2.20; (c) a calculation of total royalties or other payment due, including any exchange rates used for conversion; and (d) names and addresses of all SUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE. 9.2. LICENSEE and its SUBLICENSEES shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this AGREEMENTAgreement. LICENSEE shall preserve such books and records for three (3) years after the calendar year to which they pertain. Such books and records shall be open to inspection by YALE INSTITUTIONS or an independent certified public accountant selected by YALEINSTITUTIONS, at YALE’s INSTITUTIONS' expense, during normal business hours upon ten (10) days’ ' prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by LICENSEELICENSEE but in no event more than two (2) times during any 12 month period. In the event LICENSEE underpaid the amounts due to YALE INSTITUTIONS with respect to the audited period by more than five percent (5%), LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid, and accrued interest on the underpayment at the lesser of the maximum rate allowed by law or 1 1/2 % per month, all within thirty (30) days of receiving notice thereof from YALEINSTITUTIONS. 9.3. On or before the ninetieth (90th) day following the close of LICENSEE's fiscal year, LICENSEE shall deliver to YALE within one hundred fifty (150) days after provide INSTITUTIONS with a summary report of LICENSEE's certified financial statements for the end of each preceding fiscal year of LICENSEE during the TERMincluding, an income statement for such fiscal yearat a minimum, a balance sheet of LICENSEE and statement of stockholders’ equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such financial statements to be prepared in accordance with generally accepted accounting principles (“GAAP”), and accompanied by an audit report of independent public accountants of nationally recognized standing selected by LICENSEEincome statement.

REPORTS, RECORDS AND INSPECTIONS. 9.18.1. LICENSEE shall, within thirty (30) days after the calendar year quarter in which NET SALES first occur, and within thirty (30) days after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide YALE MOFFITT with a written report report, substantially similar to the Xxxxxxx Cancer Center Royalty Report format in Appendix D, detailing the NET SALES and uses, if any, made by LICENSEE, its SUBLICENSEES and AFFILIATES of LICENSED PRODUCTS and LICENSED METHODS TECHNOLOGY during the preceding calendar quarter and calculating the payments due pursuant to Article 65. NET SALES of PRODUCTS IN CLASS or LICENSED METHODS TECHNOLOGY shall be deemed to have occurred as determined in accordance with the GAAP used in the preparation of the financial statement furnished by LICENSEE to YALE pursuant to Section 9.3GAAP. Each such report shall be signed by an officer of LICENSEE (or the officer’s designee), and must include: (ai) the number of PRODUCTS IN CLASS LICENSED TECHNOLOGY manufactured, sold, leased or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, by LICENSEE, SUBLICENSEES and AFFILIATES; (bii) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged amounts received for the PRODUCTS IN CLASS and LICENSED METHODS TECHNOLOGY and any permitted deductions made pursuant to Section 2.341.17; (ciii) a calculation of total royalties or other payment due, including any exchange rates used for conversion; and (div) names and addresses of all SUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE. 9.28.2. LICENSEE and its SUBLICENSEES shall keep and maintain complete and accurate books and records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this AGREEMENTAgreement. LICENSEE and SUBLICENSEES shall preserve such books and records for three five (35) years after the calendar year to which they pertain. Such books and records (including but not limited to invoice registers, original invoices, sales analysis reports, accounting general ledgers, sublicense agreements, distributor agreements, price lists, catalogs, chart of accounts, cash receipt journal, transfer pricing records, royalty reports, marketing materials, audited financial statements, income tax returns, produce line income statements, sales tax returns, manufacturing records, shipping records, and inventory records) shall be open to inspection by YALE or MOFFITT and an independent certified public accountant selected by YALEMOFFITT and subject to appropriate nondisclosure agreement, at YALE’s XXXXXXX’x expense, during normal business hours upon ten (10) days’ prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by LICENSEE. MOFFITT and the independent certified public accountant shall have the right to interview LICENSEE or SUBLICENSEES’ staff in furtherance of verifying any payments owed to XXXXXXX. XXXXXXX shall have the right to obtain from LICENSEE or SUBLICENSEE any standard or custom report from LICENSEE or SUBLICENSEE’s accounting/financial system that would aid MOFFITT and the independent certified public accountant in verifying payments owed to MOFFITT. In the event LICENSEE underpaid the amounts due to YALE MOFFITT with respect to the audited period by more than five percent (5%), LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid, and accrued interest on the underpayment at the lesser of the maximum rate allowed by law or [***]% per month, all within thirty (30) days of receiving notice thereof from YALEMOFFITT. 9.38.3. On or before the ninetieth (90th) day following the close of LICENSEE’s fiscal year, LICENSEE shall deliver to YALE within one hundred fifty (150) days after provide MOFFITT with LICENSEE’s certified financial statements for the end of each preceding fiscal year of LICENSEE during the TERMincluding, an income statement for such fiscal yearat a minimum, a balance sheet of and an income statement; provided, however, that until LICENSEE and statement of stockholders’ equity achieves $[***] in net annual revenue, LICENSEE shall only be required to provide qualified financial statements. 8.4. LICENSEE shall furnish MOFFITT with an Annual Innovation Office Startup Report, as of the end of such fiscal yearset forth in Appendix E, and a statement of cash flows for such fiscal year, such financial statements to be prepared on August 15th each year this Agreement is in accordance with generally accepted accounting principles (“GAAP”), and accompanied by an audit report of independent public accountants of nationally recognized standing selected by LICENSEEeffect.

REPORTS, RECORDS AND INSPECTIONS. 9.1. 9.1 LICENSEE shall, within thirty (30) days after the calendar year in which NET SALES first occur, and within thirty (30) days after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide YALE with a written report detailing the NET SALES and uses, if any, made by LICENSEE, its SUBLICENSEES and AFFILIATES of LICENSED PRODUCTS and LICENSED METHODS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES of LICENSED PRODUCTS IN CLASS or LICENSED METHODS shall be deemed to have occurred as determined in accordance with on the GAAP used in the preparation date of the financial statement furnished by LICENSEE to YALE pursuant to Section 9.3invoice for such LICENSED PRODUCTS or LICENSED METHODS. Each such report shall be signed by an officer of LICENSEE (or the officer’s designee), and must include: (a) the number of LICENSED PRODUCTS IN CLASS manufactured, sold, leased or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, by LICENSEE, SUBLICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the LICENSED PRODUCTS IN CLASS and LICENSED METHODS and any permitted deductions made pursuant to Section 2.34Article 2.15; (c) a calculation of total royalties or other payment due, including any exchange rates used for conversion; and (d) names and addresses of all SUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE. 9.2. LICENSEE 9.2 LICENSEE, AFFILIATES and its SUBLICENSEES shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this AGREEMENT. Agreement LICENSEE shall preserve such books and records for three (3) years after the calendar year to which they pertain. Such books and records shall be open to inspection by YALE or an independent certified public accountant selected by YALE, at YALE’s expense, during normal business hours upon ten (10) days’ prior written noticeat a time reasonably acceptable to LICENSEE, for the purpose of verifying the accuracy of the reports and computations rendered by LICENSEE. Such inspections shall not occur more than once per year. Prior to any such inspection, such accountant shall agree in writing to maintain all information obtained through such inspection as CONFIDENTIAL INFORMATION of LICENSEE in accordance with the terms of this Agreement, and shall not use CONFIDENTIAL INFORMATION of LICENSEE for any purpose other than conducting the inspection. In the event LICENSEE underpaid the amounts due to YALE with respect to the audited period by more than five percent (5%)[***], LICENSEE shall pay the reasonable reasonable, out-of- pocket cost of such examinationaccountant, together with the deficiency not previously paid, within thirty (30) days of receiving notice thereof from YALE. 9.3. LICENSEE shall deliver to YALE within one hundred fifty (150) days after the end of each fiscal year of LICENSEE during the TERM, an income statement for such fiscal year, a balance sheet of LICENSEE and statement of stockholders’ equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such financial statements to be prepared in accordance with generally accepted accounting principles (“GAAP”), and accompanied by an audit report of independent public accountants of nationally recognized standing selected by LICENSEE.

REPORTS, RECORDS AND INSPECTIONS. 9.1. LICENSEE shall, within thirty (30) days after the calendar year in which NET SALES first occur, and within thirty (30) days after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide YALE with a written report detailing the NET SALES and uses, if any, made by LICENSEE, its SUBLICENSEES and AFFILIATES of LICENSED PRODUCTS and LICENSED METHODS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES of LICENSED PRODUCTS IN CLASS or LICENSED METHODS shall be deemed to have occurred as determined in accordance with on the GAAP used in the preparation date of the financial statement furnished by LICENSEE to YALE pursuant to Section 9.3invoice for such LICENSED PRODUCTS or LICENSED METHODS. Each such report shall be signed by an officer of LICENSEE (or the officer’s designee), and must include: (a) the number of LICENSED PRODUCTS IN CLASS manufactured, sold, leased or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, by LICENSEE, SUBLICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the LICENSED PRODUCTS IN CLASS and LICENSED METHODS and any permitted deductions made pursuant to Section 2.34Article 2.18; (c) a calculation of total royalties or other payment due, including any exchange rates used for conversion; and (d) names and addresses of all SUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE. 9.2. LICENSEE and its SUBLICENSEES shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this AGREEMENTAgreement. LICENSEE shall preserve such books and records for three (3) years after the calendar year to which they pertain. Such books and records shall be open to inspection by YALE or an independent certified public accountant selected by YALE, at YALE’s expense, during normal business hours upon ten (( 10) days’ prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by LICENSEE. , In the event LICENSEE underpaid the amounts due to YALE with respect to the audited period by more than five percent (5%), LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid, within thirty (30) days of receiving notice thereof from YALE. 9.3. On or before the ninetieth (901h) day following the close of LICENSEE’s fiscal year, LICENSEE shall deliver to provide YALE within one hundred fifty (150) days after with LICENSEE’s certified financial statements for the end of each preceding fiscal year of LICENSEE during the TERMincluding, an income statement for such fiscal yearat a minimum, a balance sheet and an income statement. All information contained in such certified financial statements are hereby deemed to be CONFIDENTIAL INFORMATION of LICENSEE and statement of stockholders’ equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such financial statements to be prepared in accordance with generally accepted accounting principles (“GAAP”), and accompanied by an audit report of independent public accountants of nationally recognized standing selected by LICENSEEall purposes under this Agreement.

REPORTS, RECORDS AND INSPECTIONS. 9.1. 9.1 LICENSEE shall, within thirty (30) days after the calendar year in which NET SALES first occur, and within thirty (30) days after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide YALE with a written report detailing the NET SALES and uses, if any, made by LICENSEE, its SUBLICENSEES and AFFILIATES of LICENSED PRODUCTS and LICENSED METHODS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES of LICENSED PRODUCTS IN CLASS or LICENSED METHODS shall be deemed to have occurred as determined in accordance with on the GAAP used in the preparation date of the financial statement furnished by LICENSEE to YALE pursuant to Section 9.3invoice for such LICENSED PRODUCTS or LICENSED METHODS. Each such report shall be signed by an officer of LICENSEE (or the officer’s designee), and must include: (a) the number of LICENSED PRODUCTS IN CLASS manufactured, sold, leased or otherwise transferred or disposed of, of and the amount of LICENSED METHODS sold, by LICENSEE, SUBLICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the LICENSED PRODUCTS IN CLASS and LICENSED METHODS and any permitted deductions made pursuant to Section 2.34Article 2.18; (c) a calculation of total royalties or other payment due, including any exchange rates used for conversion; and (d) names and addresses of all SUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE. 9.2. 9.2 LICENSEE and its SUBLICENSEES shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this AGREEMENTAgreement. LICENSEE shall preserve such books and records for three (3) years after the calendar year to which they pertain. Such books and records shall be open to inspection by YALE or an independent certified public accountant selected by YALE, at YALE’s expense, during normal business hours upon ten (10) days’ prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by LICENSEE. In the event LICENSEE underpaid the amounts due to YALE with respect to the audited period by more than five percent (5%), LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid, within thirty (30) days of receiving notice thereof from YALE. 9.3. 9.3 On or before the ninetieth (90th) day following the close of LICENSEE’s fiscal year, LICENSEE shall deliver to provide YALE within one hundred fifty (150) days after with LICENSEE’s certified financial statements for the end of each preceding fiscal year of LICENSEE during the TERMincluding, an income statement for such fiscal yearat a minimum, a balance sheet and an income statement. All information contained in such certified financial statements are hereby deemed to be CONFIDENTIAL INFORMATION of LICENSEE and statement of stockholders’ equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such financial statements to be prepared in accordance with generally accepted accounting principles (“GAAP”), and accompanied by an audit report of independent public accountants of nationally recognized standing selected by LICENSEEall purposes under this Agreement.

REPORTS, RECORDS AND INSPECTIONS. [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 9.1. LICENSEE shall, within thirty (30) days [***] after the calendar year in which NET SALES first occur, and within thirty (30) days [***] after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide YALE with a written report detailing setting forth in reasonable detail the information required by this Article 9.1, including the NET SALES and uses, if any, made by LICENSEE, its SUBLICENSEES and AFFILIATES of LICENSED PRODUCTS and LICENSED METHODS during the preceding calendar quarter and calculating the payments due to YALE pursuant to Article 6. NET SALES of PRODUCTS IN CLASS or LICENSED METHODS shall be deemed to have occurred as determined in accordance with the GAAP used in the preparation of the financial statement furnished by LICENSEE to YALE pursuant to Section 9.3. Each such report shall be signed by an officer of LICENSEE (or the officer’s designee), and must include: (a) the number of PRODUCTS IN CLASS manufacturedor amount, soldas appropriate, leased or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, PRODUCTS sold by LICENSEE, SUBLICENSEES its AFFILIATES and AFFILIATESSUBLICENSEES; (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the LICENSED PRODUCTS IN CLASS and LICENSED METHODS and any permitted deductions made pursuant to Section 2.34in accordance with the definition of NET SALES; (c) a calculation of total royalties or other payment payment(s) due, including any exchange rates used for conversion; , and, as applicable, the extent to which such royalties offset the MRP; (d) names and addresses of all SUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE; and (e) identification of any INVENTOR AGREEMENT(S) in effect during the previous calendar quarter. 9.2. LICENSEE LICENSEE, its AFFILIATES and its SUBLICENSEES shall keep and maintain complete books and accurate records and books containing an accurate accounting of all data consistent with ACCOUNTING STANDARDS and in sufficient detail to enable verification of EARNED ROYALTIES and other payments due to YALE under this AGREEMENT. LICENSEE shall preserve such books and records for at least three (3) years after the calendar year to which they pertain. Such books and records shall be open to inspection by YALE or an a nationally recognized independent certified public accountant selected by YALEYALE and reasonably acceptable to LICENSEE, at YALE’s expense, during normal business hours upon at least ten (10) business days’ prior written notice, for the purpose of verifying the accuracy of the reports delivered to YALE under Article 9.1 and computations payments rendered by LICENSEE. Any auditor’s report issued under this Article 9.2 shall be shared with LICENSEE. In the event LICENSEE underpaid the amounts due to YALE with respect to the audited period by more than five percent (5%)[***], LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paidpaid and interest from the due date of such payment, calculated at the rate set forth in Article 6.8, within thirty (30) days of receiving notice thereof from YALE. In the event LICENSEE overpaid the amounts due to YALE with respect to the audited period, then LICENSEE may reduce any subsequent payment to YALE by the amount of such overpayment. 9.3. On or before the [***] following the close of LICENSEE’s fiscal year, LICENSEE shall deliver to provide YALE within one hundred fifty (150) days after with LICENSEE’s financial statements for the end of each preceding fiscal year certified by an officer of LICENSEE during the TERMincluding, an income statement for such fiscal yearat a minimum, a balance sheet and an income statement; provided, that if LICENSEE’s audited financial statements are not delivered to LICENSEE until after such [***], LICENSEE may deliver the certified financial statements contemplated by this Article 9.3 to YALE within [***] after the delivery to LICENSEE of such audited financial statements. Such financial statements and the contents thereof shall be CONFIDENTIAL INFORMATION of LICENSEE and statement of stockholders’ equity as of the end of such fiscal yearhereunder, and a statement may be reasonably redacted by LICENSEE to preserve the confidentiality of cash flows any competitively sensitive information contained therein, to the extent that such information is not required to demonstrate compliance with this AGREEMENT; provided, that in the case where YALE reasonably requests that information be un-redacted in order for YALE to determine compliance with this AGREEMENT, LICENSEE shall provide YALE such information or allow for such fiscal yearinformation to be reviewed by an independent reviewer (selected by YALE and reasonably acceptable to LICENSEE, such financial statements acceptance not to be prepared in accordance with generally accepted accounting principles (“GAAP”)unreasonably withheld, conditioned or delayed) on behalf of YALE, subject to a confidentiality agreement between LICENSEE and accompanied by an audit report of such independent public accountants of nationally recognized standing selected by LICENSEEreviewer.