Audits. At reasonable times, on five Business Days’ prior notice (provided that no notice shall be required if an Event of Default has occurred and is continuing), the Administrative Agent, or its agents, shall have the right to inspect the Collateral and the right to audit and copy any and all of any Loan Party’s books and records including ledgers, federal and state tax returns, records regarding assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information (provided that with respect to any leased property, such inspection shall not violate the terms of the applicable lease). The foregoing inspections and audits shall be at the Borrower’s expense, and the charge therefor shall be $1,000 per person per day (or such reasonably higher amount as shall represent the Administrative Agent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. Such inspections and audits shall not be undertaken more frequently than once per year, unless an Event of Default has occurred and is continuing, in which case such inspections and audits shall occur as often as the Administrative Agent shall reasonably determine is necessary. In addition, the scope of any such inspection and any such audit, in any such case, which is US-DOCS\109358599.12

Audits. Seller has not exercised its rights to conduct an audit under [Section 5.6.2] of the License Agreement.

Audits. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing.

Audits. To validate Bayer’s compliance with its obligations under or in connection with this Agreement, Atara may, during the course of this Agreement and for [​] year after termination of this Agreement, appoint an independent certified public accountant, at Atara’s expense (except as otherwise contemplated below), to carry out an audit of Bayer’s records from time to time on behalf of Atara. The auditors selected by Atara shall be subject to acceptance by Bayer, such acceptance not to be unreasonably withheld or delayed. Any such audit shall be conducted pursuant to the following terms and conditions:

Audits. Each Party shall have the right to audit any facility where # the Master iPSC Bank or the [[Unknown Identifier]] Composition, or any working cell bank thereof, of a Licensed Collaboration Candidate is stored by the other Party or # [[Unknown Identifier]] Composition, drug substance or Licensed Products are Manufactured by the other Party (or any of its Affiliates or permitted CMOs) to ensure compliance with this ARTICLE 9. Any such audit shall be arranged on mutually convenient dates, shall involve no more than two (2) auditors, take no longer than ​ Business Days and occur no more than once in any Calendar Year, except in circumstances in which an audit reveals issues requiring follow up visits. Any such audit visit will be subject to the Parties establishing appropriate confidentiality protections regarding the audited Party’s manufacturing technology and any other products which may be made at the applicable facility. In the event of any inconsistency between this [Section 9.8] and the audit provisions contained in any quality agreement entered into pursuant to this ARTICLE 9, the terms of such quality agreement shall prevail and govern.

Audits. Each Party will maintain and will cause its Affiliates and all Sublicensees to maintain, complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the calculation of royalties, Milestone Payments, Cost of Goods Sold calculations, and other payments under this Agreement. Upon reasonable prior notice, but not more than once per Calendar Year and not more than once with respect to any records, such records will be available during regular business hours for a period of ​ years from the end of the Calendar Year to which they pertain for examination at the expense of the requesting Party by an independent certified public accountant selected by the requesting Party and reasonably acceptable to the other Party, for the sole purpose of verifying the accuracy of the financial reports and correctness of the payments furnished by the other Party pursuant to this Agreement. Any such auditor will not disclose the other Party’s Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the other Party or the amount of payments due by the other Party under this Agreement. The accountant’s report will be disclosed simultaneously to both Parties, and such report will be the Confidential Information of the audited Party and subject to the terms of Article 8 (Confidentiality and Publicity). Any amounts shown to be owed but unpaid will be paid within ​ days from the accountant’s report. Any amounts shown to have been overpaid will be refunded within ​ days from the accountant’s report. The requesting Party will bear the full cost of such audit unless such audit discloses an underpayment by the other Party of more than ​ of the amount due, in which case the other Party will bear the full cost of such audit. The audit rights in this Section 6.4 (Audits) will survive the Term for ​ following the effective date of any termination or expiration of this Agreement.

Audits. Upon the written request of Imprimis and not more than once in each calendar year, EyePoint shall permit an independent certified public accounting firm selected by Imprimis and reasonably acceptable to EyePoint, at Imprimis’ expense, to have access during normal business hours to such of the financial records of EyePoint associated with this Agreement as may be reasonably necessary to verify the accuracy of the Remittance Amount reports hereunder for the eight (8) calendar quarters immediately prior to the date of such request. If such accounting firm concludes that additional amounts were owed during the audited period, EyePoint shall pay such additional amounts within thirty (30) days after the date Imprimis delivers to EyePoint such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by Imprimis; provided, however, if the audit discloses that the Remittance Amount payable by EyePoint for such period are more than one hundred five percent (105%) of the Remittance Amount actually paid for such period, then EyePoint shall pay the reasonable fees and expenses charged by such accounting firm. Imprimis shall cause its accounting firm to retain all financial information subject to review under this Section 8.6 in strict confidence. Imprimis shall treat all such financial and other disclosed information as EyePoint’s confidential information and shall not disclose such financial information to any Third Party or use it for any purpose other than as specified in this Section 8.6.

Audits. Consultant agrees to grant [[Agenus:Organization]] the right to audit Consultant’s books and records regarding the receipt and disposition of any payments made to Consultant by [[Agenus:Organization]], and Consultant further agrees to cooperate with [[Agenus:Organization]] in connection with such audits.

Audits. In addition to the right of Institute to examine the books and records and interview key personnel as provided in Section 8.1 above, Institute, at its own cost, through an independent auditor reasonably acceptable to Licensee and, if applicable, a Sublicensee (and who has executed an appropriate confidentiality agreement reasonably acceptable to Licensee and, if applicable, a Sublicensee that requires the auditor to keep any information learned by it confidential except as needed to report its audit conclusions to Institute), may inspect and audit the relevant records of Licensee or a Sublicensee pertaining to the calculation of any Milestones and Earned Royalties due to Institute under this Agreement. Licensee and, if applicable, a Sublicensee shall provide such auditors with access to the records during reasonable business hours. Such access need not be given to any such set of records more often than once each year or more than five (5) years after the date of any report to be audited. Institute shall provide Licensee with written notice of its election to inspect and audit the records related to the Earned Royalty due hereunder not less than thirty (30) days prior to the proposed date of review of Licensee’s and, if applicable, 9745235_1.docx a Sublicensee’s records by Institute’s auditors. Should the auditor find any underpayment of Milestones or Earned Royalties by Licensee, Licensee shall # promptly pay Institute the amount of such underpayment; # shall reimburse Institute for the cost of the audit, if such underpayment equals or exceeds the ​; and # provide such auditors with an audit right exercisable within six (6) months after Institute receives the audit report. If the auditor finds overpayment by Licensee, then Licensee shall have the right to deduct the overpayment from any future royalties due to Institute by Licensee or, if no such future royalties are payable, then Institute shall refund the overpayment to Licensee within ​ days after Institute receives the audit report. Licensee may designate competitively sensitive information which such auditor may see and review but which it may not disclose to Institute; provided, however, that such designation shall not restrict the auditor’s investigation or conclusions.

Audits. The Administrative Agent shall have a right from time to time hereafter, on five (5) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing) to audit the Borrower’s Accounts and appraise Collateral at the Borrower’s expense; provided, that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing.