Records; Audits. Verrica and its Affiliates and Sublicensees will maintain complete and accurate records in reasonably sufficient detail to permit Lytix to confirm the accuracy of the calculation of royalty payments and the achievement of sales milestone events. Upon reasonable prior notice, such records shall be available during regular business hours for a period of ​ years from the end of the Calendar Year to which they pertain for examination, not more often than once each Calendar Year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party, for the sole purpose of verifying the accuracy of the financial reports furnished by the other Party pursuant to this Agreement. Any such auditor shall enter into a confidentiality agreement with the audited Party and shall not disclose the audited Party’s Confidential Information, except to the extent, such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments due by one Party to the other Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid, and any amounts showed to be overpaid will be refunded, within ​ days from the accountant’s report. The auditing Party shall bear the full cost of such audit unless such audit discloses an underpayment or overcharge by the audited Party of more than ​ of the amount due, in which case the audited Party shall bear the full cost of such audit.

Records; Audits. Ono and its Affiliates and Sublicensees on one hand, and [[Forty Seven:Organization]] and its Affiliates on the other hand, will maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the calculation of royalty and other payments under this Agreement. Upon reasonable prior notice, such records shall be available during regular business hours for a period of ​ from the creation of individual records for examination at the auditing Party’s expense, and not more often than once each Calendar Year, by an independent certified public accountant selected by one Party and reasonably acceptable to the other Party, for the sole purpose of verifying the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement. Any such auditor shall not disclose Confidential Information of the audited Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments due under this Agreement. For clarity, the auditor shall disclose the Confidential Information of the Execution Version

Records and Audits. Providence will keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Product Revenue and Shared D&C Costs generated in the then current calendar year and during the preceding three (3) calendar years. Arcturus will keep complete and accurate records of the underlying expense data relating to any amounts payable by Providence hereunder for Arcturus Services during the then current calendar year and during the preceding three (3) calendar years. Arcturus or Providence (the “Auditing Party”) will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to the other Party’s prior written consent (which shall not be unreasonably withheld), review any such records of the other Party and their Affiliates (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than thirty (30) days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of the any payments due hereunder within the thirty-six (36) month period preceding the date of the request for review. No calendar year will be subject to audit under this [Section 9.12] more than once. The Audited Party will receive a copy of each such report concurrently with receipt by the Auditing Party. Should such inspection lead to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party will, within forty-five (45) days after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in [Section 9.11]. The Auditing Party will pay the full cost of the review unless the underpayment of amounts due to the Auditing Party is greater than five percent (5%) of the amount due for the entire period being examined, in which case the Audited Party will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to the Audited Party’s detriment, the Audited Party may credit the amount of the discrepancy, without interest, against future payments payable to the Auditing Party under this Agreement, and if there are no such payments payable, then the Auditing Party shall pay to the Audited Party the amount of the discrepancy, without interest, within forty-five (45) days of the Auditing Party’s receipt of the report.

Records and Audits. Kyorin will keep, and will cause its Related Parties to keep, complete, true and accurate books and records in accordance with its Accounting Standards in relation to this Agreement, including in relation to Net Sales and royalties. Kyorin will keep, and will cause its Related Parties to keep, such books and records for at least ​ following the Calendar Year to which they pertain. aTyr may, upon written request, cause an internationally-recognized independent accounting firm (the “Auditor”), which is reasonably acceptable to Kyorin, to inspect the relevant records of Kyorin and its Affiliates to verify the payments made by Kyorin and the related reports, statements and books of accounts, as applicable. Before beginning its audit, the Auditor will execute an undertaking reasonably acceptable to Kyorin by which the Auditor agrees to keep confidential all information reviewed during the audit. The Auditor will have the right to disclose to aTyr only its conclusions regarding any payments owed under this Agreement. Kyorin and its Affiliates will make their records available for inspection by the Auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from aTyr. The records will be reviewed solely to verify the accuracy of Kyorin’s royalties and other payment obligations and compliance with the financial terms of this Agreement. Such inspection right will not be exercised more than once in any Calendar Year and not more frequently than once with respect to records covering any specific period of time. In addition, aTyr will only be entitled to audit the books and records of Kyorin for the three (3) Calendar Years prior to the Calendar Year in which the audit request is made. aTyr agrees to hold in strict confidence all information received and all information learned in the course of any audit or inspection, except to the extent necessary to enforce its rights under this Agreement or to the extent required to comply with any Laws. The Auditor will provide its audit report and basis for any determination to Kyorin at the time such report is provided to aTyr before it is considered final. In the event that the final result of the inspection reveals an undisputed underpayment or overpayment by Kyorin, the underpaid or overpaid amount will be settled promptly. aTyr will pay for such inspections, as well as its expenses associated with enforcing its rights with respect to any payments hereunder, except, if an underpayment of more than five percent (5%) of the total payments due hereunder for the applicable Calendar Year is discovered, then the fees and expenses charged by the Auditor will be paid by Kyorin.

Records and Audits. Coya shall, and shall require its Affiliates, Subcontractors and Sublicensees to, maintain complete, current and accurate hard and electronic (as applicable) copies of records of all work conducted pursuant to its Development and Commercialization activities under this Agreement, and all results, data, developments and Know-How made in conducting such activities. Such records shall accurately reflect all such work done and results achieved in sufficient detail to verify compliance with its obligations under this Agreement and shall be in good scientific manner appropriate for applicable patent and regulatory purposes. ARScience Bio shall have the right, during normal business hours and upon reasonable notice but not more frequently than once per Calendar Year, to inspect and copy those records of Coya, and Coya will use reasonable efforts to require its Affiliates, Subcontractors and Sublicensees to permit the same, maintained pursuant to this Section 3.5 (Records and Audits); provided that ARScience Bio shall maintain any Confidential Information of Coya and as applicable, its Affiliates, Subcontractors and Sublicensees in such records in confidence in accordance with Article 7 (Confidentiality).

Records; Audits. The Parties will (and will cause their respective Affiliates and sublicensees to) at all times keep and maintain accurate and complete records regarding, in the case of [[MyoKardia:Organization]], Net Sales during ​, and in the case of Fulcrum, any costs for Fulcrum FTEs or Out-of-Pocket Expenses covered by the initial prepaid research funding or reimbursed by [[MyoKardia:Organization]] pursuant to [Section 3.8] (Research Funding). Upon ​ prior written notice from the auditing Party, the non-auditing Party will (and will cause its Affiliates and sublicensees to) permit an independent certified public accounting firm of internationally recognized standing, selected by the auditing Party and reasonably acceptable to the non-auditing Party, to examine the relevant books and records of the non-auditing Party, its Affiliates, and sublicensees, as may be reasonably necessary to verify, in the case of [[MyoKardia:Organization]], the royalty reports submitted by [[MyoKardia:Organization]] in accordance with [Section 6.4.6] (Royalty Reports), and in the case of Fulcrum, the invoices submitted by Fulcrum in accordance with [Section 3.8] (Research Funding). An examination by either Party under this Section 6.7 (Records; Audits) will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than ​ before the date of the request. Further, a Party’s (or its Affiliates’ or sublicensees’) books of records for any Calendar Year may be examined ​. The accounting firm will be provided access to such books and records at the facility or facilities where such books and records are normally kept and such examination will be conducted during normal business hours. The non-auditing Party (or any Affiliate or sublicensee) may require the accounting firm to sign a customary non-disclosure agreement before providing the accounting firm access to its facilities or records. Upon completion of the audit, the accounting firm will provide both Fulcrum and [[MyoKardia:Organization]] a written report disclosing whether, in the case of [[MyoKardia:Organization]], the reports submitted by [[MyoKardia:Organization]], or in the case of Fulcrum, the invoices submitted by Fulcrum, are correct or incorrect and the specific details concerning any discrepancies. If any report submitted by [[MyoKardia:Organization]] or invoice submitted by Fulcrum results in an underpayment or overpayment, the Party owing the underpaid or overpaid amount will promptly pay such amount to the other Party with interest calculated in accordance with Section 6.8 (Late Payment). The costs and fees of any audit conducted by a Party under this Section 6.7 (Records; Audits) will be borne by the auditing Party, unless, in the case of an audit conducted by Fulcrum, such audit reveals an underpayment of amounts owed to Fulcrum of more than ​ of the amount that was owed by [[MyoKardia:Organization]], or in the case of an audit conducted by [[MyoKardia:Organization]], such audit reveals an overpayment of amounts owed to Fulcrum of more than ​ of the amount that was properly payable by [[MyoKardia:Organization]] in accordance with [Section 3.8] (Research Funding), in either case, with respect to the relevant Calendar Year, in which case, the non-auditing Party will reimburse the auditing Party for the reasonable expense incurred by the auditing Party in connection with the audit.

Records and Audits. Betta will maintain (and will cause all Betta Parties to maintain) accurate books and records of accounting to document the sales of Licensed Products and the calculation of royalties payable to [[Agenus:Organization]] in the Territory. For a period of ​ following the end of the relevant calendar year, the relevant books and records will, upon written request by [[Agenus:Organization]], be made reasonably available for inspection by an internationally recognized firm of independent certified public accountants (to be selected by [[Agenus:Organization]]/ and reasonably acceptable to Betta) as reasonably necessary to verify the accuracy of royalty reports for the relevant period. Access to such books and records will be during normal business hours and upon reasonable prior notice; provided that such audits or inspections will not be conducted more frequently than ​. If the auditors correctly identify any underpayments or overpayments, the amount of any underpayments will be paid to [[Agenus:Organization]] by Betta ​ of notification of the results of such inspection, and any overpayments will be fully creditable against amounts payable to [[Agenus:Organization]] in subsequent periods. ​.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales of Products by Licensee, its Affiliates and Sublicensees, in sufficient detail to enable the Royalties that are payable hereunder to be determined. Licensee shall retain such records and documentation for not less than ​ years from the date of their creation. During the Agreement Term and for a period of ​ years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than ​, in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within ​ days of completion. Thereafter, Licensee agrees it shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of # ​ over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or # the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

. Lilly shall keep, and shall cause its Affiliates and Sublicensees to keep, complete and accurate records which may be necessary to ascertain properly and to verify the Royalties and Milestone Payments due hereunder. Such records shall be kept for such period of time required by Applicable Laws, but no less than ​ following the end of the Calendar Quarter to which they pertain. [[Merus:Organization]] shall have the right, but not more than ​ during the Term, to ​ have an independent, certified public accountant ​ inspect Lilly’s records for the purpose of determining the accuracy of Royalties and Milestone Payments ​. No period will be audited more than once and each audit must be reasonable in scope. ​. The independent, certified public accountant selected shall keep confidential any information obtained during such inspection and shall report to [[Merus:Organization]] and Lilly only the amounts of Net Sales and Royalties and/or Milestone Payments due and payable. Such audits may be exercised during normal business hours upon reasonable prior written notice to Lilly. [[Merus:Organization]] shall bear the full cost of such audit unless such audit discloses an underpayment by Lilly of more than ​, of the amount of Royalties or other payments due under this Agreement for the audited period, in which case, Lilly shall bear the cost of such audit and shall remit to [[Merus:Organization]] the amount of any underpayment within ​ of the date the auditor’s written report is received. Any overpayment by Lilly revealed by an audit shall be ​ within ​ of the receipt of the request).

Records and Audits. Each Party shall, and shall require its Affiliates and subcontractors to, maintain materially complete, current and accurate hard and electronic (as applicable) copies of records of all work conducted pursuant to its Development, Manufacturing and Commercialization activities under this Agreement, and all results, data, developments and Know-How made in conducting such activities. Such records shall accurately reflect all such work done and results achieved in sufficient detail and in good scientific manner appropriate for applicable patent and regulatory purposes.