Research Reports and Records. Solazyme and CTV shall maintain records of their respective activities under the Research Program, or cause such records to be maintained, in sufficient detail and in good scientific manner as will properly reflect all work done and results achieved in the performance of the Research Program, including information sufficient to establish dates of invention, creation, and/or reduction to practice of Program Technology.
Research Reports and Records. Solazyme and Dow shall maintain records of their respective activities under the Research and Development Program (or cause such records to be maintained) in sufficient detail and in good scientific manner as will properly reflect all work done and results achieved in the performance of the Research and Development Program (including information sufficient to establish dates of conception and reduction to practice of JDA Patent Rights). Each Party will make those records available for review by the other Party at any reasonable time during regular working hours to the extent such records are reasonably necessary for the other Party’s activities under the Research and Development Plan. Each Party will furnish copies of all or any part of those records to the other Party upon request for appropriate patent filing, prosecution, and enforcement efforts on Developments owned by that other Party, consistent with the other Party’s obligations of confidentiality under Article 7; provided, however, that data supplied for patent filings shall not include information a Party intends to keep as a trade secret. However, if a Party believes such data is necessary to satisfy a patentability requirement, the other Party will recommend alternative language or data for use instead of the objectionable trade secret.
Research Reports and Records. Subject to Section 10.3, Alvotech shall, no later than ninety (90) days after the last day of each Program Year, provide Alvogen with a reasonably detailed report setting forth the status of the Research Program and a description and amounts of all Program Related Costs expended by Alvotech during such Program Year on a Product-by-Product basis. Such report shall also contain such other information related thereto as Alvogen may reasonably request from time to time. Alvotech shall, and shall cause each Subcontractor engaged by Alvotech pursuant to Section 2.6 to, maintain complete and accurate records, in sufficient detail and in good scientific manner appropriate for patent and regulatory purposes and for purposes of demonstrating compliance with the terms hereof, that fully and properly reflect all work done, results achieved and Program Related Costs expended in performance of the Research Program. Alvotech shall retain all books and records related to the Research Program during the Development Term and for a period of five (5) years thereafter. During such period, upon the written request of Alvogen, the books and records of Alvotech and each Subcontractor engaged by Alvotech related to the Research Program, including those related to the expenditure of Program Related Costs, shall be subject to inspection and audit by and at the expense of Alvogen no more than one time in any Program Year. Such audit shall occur upon reasonable notice and during normal business hours by an independent auditor selected by Alvogen and reasonably acceptable to Alvotech. The auditing Party shall treat all information received or subject to review under this Section 2.7 as Confidential Information in accordance with the provisions of Article X. Alvogen shall cause its independent auditor to enter into a confidentiality agreement, in form and substance reasonably acceptable to Alvotech, to maintain such records and information of such other Party in confidence in accordance with Article X and not use such records or information except to the extent permitted by this Agreement, including any enforcement of the provisions hereof.
