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 Retention and Audits. CONSULTANT shall maintain, in secure locations (to prevent destruction and unauthorized access) and in accordance with Generally Accepted Accounting Principles and Practices and statutory requirements, records sufficient to document all charges. Upon notice from COMPANY, CONSULTANT shall provide COMPANY (and its accountants and auditors) with access to such records (except for records regarding CONSULTANT’S internal costs) to determine if the charges are accurate according to this Agreement and to otherwise audit compliance with this Agreement

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; Record Retention; Records Audits. Sunovion will maintain all Work Product generated by Sunovion in connection with the Services (collectively, the “Records”) for a period of three (3) years. Following completion of the Services, Sunovion will, at the direction and written request of Urovant, promptly deliver Records to Urovant or its designee, or dispose of the Records.

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.

Records Retention and Audits. CONSULTANT shall maintain, in secure locations (to prevent destruction and unauthorized access) and in accordance with Generally Accepted Accounting Principles and Practices and statutory requirements, records sufficient to document all charges. Upon notice from COMPANY, CONSULTANT shall provide COMPANY (and its accountants and auditors) with access to such records (except for records regarding CONSULTANT’S internal costs) to determine if the charges are accurate according to this Agreement and to otherwise audit compliance with this Agreement

Records Retention and Audits. CONSULTANT shall maintain, in secure locations (to prevent destruction and unauthorized access) and in accordance with Generally Accepted Accounting Principles and Practices and statutory requirements, records sufficient to document all charges. Upon notice from COMPANY, CONSULTANT shall provide COMPANY (and its accountants and auditors) with access to such records (except for records regarding CONSULTANT’S internal costs) to determine if the charges are accurate according to this Agreement and to otherwise audit compliance with this Agreement

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. ​.

. 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. 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.