Records; Audit Rights. [[Organization A:Organization]] shall maintain, and shall cause its agents to maintain, all records necessary to comply with all applicable Laws relating to the production, filling, packaging, testing, storage and shipment of Products. "Laws" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any governmental entity, but does not include any United States federal law concerning cannabis, including the Controlled Substances Act, 21 U.S.C. §§ 801, et. seq. All such records shall be maintained for such period as may be required by applicable Laws; provided, however, that all records relating to the production, stability and quality control of Products shall be retained until the parties agree to dispose of such records.

In addition, each Party shall indemnify, defend and hold the other Party harmless against any claim that any information, design, specification, instruction, software, data or material furnished by one Party and used by the other Party pursuant to this Agreement infringes a valid copyright, trademark, patent or trade secret of any third party.

Procedures for Audit. Denali is required to make its records available for inspection no more than one (1) time in any calendar year, only during regular business hours, only at such place or places where such records are customarily kept, and only upon receipt of at least thirty (30) days written advance notice from ​. Denali is only required to make any particular records available one (1) time, such that ​ may not audit any records that it previously audited.

Supplier shall maintain complete and accurate records for the Items provided under this Agreement for a period of three (3) years after delivery of such Items. Buyer reserves the right to have Supplier’s records inspected and audited no more than once per calendar year to ensure compliance with the financial terms of this Agreement. At Buyer’s option or upon Supplier’s written demand, such audit will be performed by an independent third party at Buyer’s expense. Any third-party auditor must execute a nondisclosure agreement reasonably acceptable to Supplier with regard to all materials inspected by the auditor. However, if

Inspection and Audit Rights. Except as may otherwise be provided for in a Work Order or the Quality Agreement or unless the audit is for cause, Graphite and/or Graphite's representative shall have the right, up to ​ period and at agreed-upon dates and times, to access the Facilities of WuXi ATU where the Services are performed, to inspect the Records and facilities and interview staff related to the Product Manufacture. Graphite and Graphite’s employees or other representatives conducting such inspections will abide by the confidentiality provisions set forth in Article 14, below.

Information and Audit Cooperation. ​ shall, at ​’s expense, reasonably cooperate with ​, ​’s designated representative, and/or ​’s independent auditor and provide each access to the books and records of the Properties and all related information regarding the Properties, including, without limitation, three (3) calendar years of audited books and records of the Property that qualify, comply with, and can be used in a public offering and/or a public filing. Should three (3) calendar years of audited books and records not be available, then ​ shall supply as many years of audited books and records that exist, but in no event shall ​ provide less than one (1) year of audited books and records. Notwithstanding the foregoing, if audited financial statements are not available, ​ shall provide un-audited operating statements in lieu of audited ones and provide supporting documentation as requested in order for ​ to conduct its own audit. At the Closing, ​ shall provide to ​ a representation letter regarding the books and records of the Property, in substantially the form of [Exhibit J] attached hereto (an “Audit Letter”), that will be used by ​ in connection with ​’s auditing the Properties in accordance with generally accepted auditing standards. At ​’s request, at any time within one (1) year after the Closing, ​ shall provide ​ with such additional books, records, representation letters (as such representation letters may be modified to reflect that ​ may not have knowledge of the current financial, income, expenses or operations of the Properties), and such other matters reasonably determined by ​ as necessary to satisfy its or its affiliated parties’ obligations as a real estate investment trust and/or the requirements (including, without limitations, any regulations) of the Securities and Exchange Commission. Notwithstanding the foregoing, in the event that ​ requests that ​ provide an Audit Letter, ​ agrees to indemnify, defend, and hold harmless ​ and its affiliates (including without limitation indirect holders of equity interests in ​) from and against all claims, losses, or liabilities arising out of any error or omission, but excluding any intentional misrepresentation, made by ​ in such Audit Letter. The provisions of this Section 12.19 shall expressly survive the Closing.

Recipient shall have the right, at its expense, to conduct an audit of the relevant books, records and accounts of Service Provider upon giving reasonable notice of its intent to conduct such an audit. In the event of such audit, the Service Provider shall give to the party requesting the audit reasonable cooperation and access to all books, records and accounts necessary to audit.

Owners’ right to audit or access Service Provider’s cyber security program.

Chairperson of the Audit Committee. An Outside Director serving as Chairperson of the Audit Committee shall receive an additional annual retainer of $20,000 for such service.

Audit Reports; Management Letters; Recommendations. Promptly after any request by the [[Administrative Agent:Organization]] or any [[Organization A:Organization]], copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any [[Loan Party:Organization]] by independent accountants in connection with the accounts or books of any [[Loan Party:Organization]] or any of its Subsidiaries, or any audit of any of them.