Audits. Upon ​ prior written notice from Viela, MTPC shall permit Viela or an independent auditor appointed by Viela and reasonably acceptable to MTPC, to inspect and audit MTPC’s relevant books and records during regular office hours of MTPC, at Viela’s costs, as may be reasonably necessary to verify the reports submitted by MTPC in accordance with Section 6.8.1. Such inspection and audit may not be # conducted for any Year more than ​ after the end of such Year in which the books and records are generated, # conducted more than once in any ​ period, or # repeated for any Year. Unless MTPC is not legally permitted to do so, MTPC will cooperate with Viela or the independent auditor and make available all work papers and other information related to this Agreement reasonably requested in connection herewith (subject to written obligations of confidentiality to MTPC). If the audit reveals an underpayment or overpayment, the Party owing underpaid or overpaid amount will promptly pay such amount to the other Party. If, as a result of such inaccurate reports, such underpayment to Viela exceeds ​ of the total amount payable for the Year then being audited, MTPC will reimburse Viela for the reasonable expense incurred by Viela in connection with the audit.

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

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.

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. 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. Aguettant, at its expense, through an independent, internationally recognized certified public accountant reasonably acceptable to AcelRx, shall have the right to access AcelRx’s relevant books and records in relation to the sales of Products in the Territory for the sole purpose of verifying AcelRx’s payments to Aguettant hereunder during any portion of the Term; such access shall be conducted after ​ prior notice by Aguettant to AcelRx during AcelRx’s ordinary business hours, shall not be more frequent than ​ during any Calendar Year and shall not include any books and records that were previously accessed pursuant to this Section 8.8. Such accountant shall execute a confidentiality agreement with AcelRx in customary form and shall only disclose to Aguettant whether AcelRx paid Aguettant the correct amounts during the audit period and if not, any information necessary to explain the source of the discrepancy. If such audit determines that AcelRx paid Aguettant less than the amount properly due, then AcelRx shall pay Aguettant within ​ after conclusion of the audit an amount equal to such underpayment, along with interest under Section 8.9, and if the amount underpaid exceeds ​ of the amount due over the audited period, AcelRx shall also reimburse Aguettant for the reasonable costs of such audit (including the fees and expenses of the certified public accountant). If such audit determines that AcelRx paid Aguettant more than the amount properly due, then AcelRx shall be entitled to credit such overpayment against future payments due to Aguettant; provided, however, that if no future payments to Aguettant hereunder are reasonably anticipated, then Aguettant shall promptly issue a refund to AcelRx of such overpayment.

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.