Records. Licensee shall maintain, and shall cause its Affiliates and Sublicensees to maintain, complete and accurate records of Products that are made, used, sold, leased or transferred under this Agreement, any amounts payable to Harvard in relation to such Products, and all Non-Royalty Income received by Licensee and its Affiliates, which records shall contain sufficient information to permit Harvard to confirm the accuracy of any reports or notifications delivered to Harvard under [Section 3.9]. Licensee, its Affiliates and/or its Sublicensees, as applicable, shall retain such records relating to a given Calendar Quarter for at least five (5) years after the conclusion of that Calendar Quarter, during which time Harvard will have the right, at its expense, to cause an independent, certified public accountant (or, in the event of a non-financial audit, other appropriate auditor) to inspect such records during normal business hours for the purposes of verifying the accuracy of any reports and payments delivered under this Agreement and Licensee’s compliance with the terms hereof. Such accountant or other auditor, as applicable, shall not disclose to Harvard any information other than information relating to the accuracy of reports and payments delivered under this Agreement. The parties shall reconcile any underpayment or overpayment within thirty (30) days after the accountant delivers the results of the audit. If any audit performed under this [Section 3.10] reveals an underpayment in excess of XXX in any calendar year, Licensee shall reimburse Harvard for all amounts incurred in connection with such audit. Harvard may exercise its rights under this [Section 3.10] only once every year per audited entity and only with reasonable prior notice to the audited entity.

Records. I agree to keep and maintain adequate and current records of all Inventions developed by me (solely or jointly) during the period of my employment at Company. The records shall be available to and remain the sole property of Company at all times.

Records. PTM shall have sole responsibility for keeping all records pertaining to the Personnel Services provided by it to the Operating Company. PTM shall, upon request by the Operating Company, provide to the Operating Company or its designated agent(s) access to such records and shall provide to the Operating Company or its designated agent(s) copies of such records upon request.

Records. Denali shall keep full, true and accurate books of account containing the particulars of Net Sales and the calculation of royalties. Denali shall keep such books of account and the supporting data and other records at its principal place of business. Such books and records must be maintained and available for examination in accordance with this Section for ​ after the end of the calendar year to which they pertain, and otherwise as reasonably required to comply with Accounting Standard.

Records. AIP shall keep or cause to be kept at the principal office of AIP those records and documents required to be maintained in order for Company to determine its rights hereunder, and other books and records deemed by the management of AIP to be appropriate with respect to AIP’s business (and reasonably acceptable to Company in light of good business practices). Any records maintained by or on behalf of AIP in the regular course of its business may be kept on, or be in the form of, any information storage device, provided that the records so maintained are convertible into clearly legible written form within a reasonable period of time. Company will have the right at reasonable times and with reasonable notice to audit the books and records of AIP. AIP’s undertakings above and Company’s audit rights shall survive expiration or termination of this Note for any reason whatsoever.

Records. In connection with the Services performed hereunder, Caribou shall maintain laboratory notebooks, records and data (“Records”) in accordance with applicable laws, rules, regulations, and industry standards and the Research Plan, during the Term and for ​ thereafter. ​. ​ shall have the right to inspect and make copies of the Records upon reasonable advance written notice to Caribou and not more than ​ times per calendar year during the period the Records are to be retained by Caribou; provided, however, that the JSC shall have access to the Records as reasonably necessary for the JSC to discharge its responsibilities under [Section 3] hereof.

Accounts. All existing and future Accounts included in the Collateral are or will be bona fide existing obligations created by the sale and delivery of merchandise or the rendering of services to customers and arose or will arise in the ordinary course of business; and that such Accounts are not and will not be subject to defense, set-off or counterclaim which in the aggregate would materially impair the value of such Accounts as collateral for the Secured Obligations. No Grantor will, without the Bank’s prior written consent, grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any person liable for the payment thereof or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, compromises or settlements granted or made in the ordinary course of business and consistent with past practice or otherwise in accordance with prudent and reasonable business practices.

Accounts. Each Account is, or at the time it arises, will be: # a bona fide, valid and legally enforceable indebtedness of the account debtor according to its terms, arising out of or in connection with the sale, lease or performance of goods or services by the Grantors or any of them, # subject to no material offsets, discounts, counterclaims, contra accounts or any other defense of any kind and character, other than warranties and discounts customarily given by the Grantors in the ordinary course of business and warranties or refunds provided by applicable Law, and # not evidenced by any chattel paper or other Instrument; or if so, any such chattel paper or other Instrument (other than invoices and related correspondence and supporting documentation) relating to Accounts in excess of ​ in the aggregate at any time shall promptly be duly endorsed to the order of the Administrative Agent and delivered to the Administrative Agent to be held as Collateral hereunder.

Accounts. Unless notified otherwise by the Administrative Agent in accordance with the terms hereof, each Grantor shall endeavor to the extent commercially reasonable to collect its Accounts and all amounts owing to it thereunder in the ordinary course of business and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balances thereof, and in connection therewith shall, if an Event of Default has occurred and is continuing, at the request of the Administrative Agent, take such action as the Administrative Agent may deem necessary or advisable (within applicable Laws) to enforce such collection. Each Grantor shall promptly inform the Administrative Agent of any disputes with any account debtor or obligor and of any claimed offset and counterclaim that may be asserted with respect thereto involving, in each case or in the aggregate, ​ or more, where such Grantor reasonably believes that the likelihood of payment by such account debtor is materially impaired, indicating in detail the reason for the dispute, all claims relating thereto and the amount in controversy.

Accounts. The Committee shall establish and maintain an Account for each Participant that will record the number of Shares and Share Equivalents that have been designated in accordance with the terms of this Plan to satisfy the Minimum Stock Ownership Requirement applicable to such Participant.