Records; Audit. Anteris shall keep, and shall require its Affiliates and Sublicensees to keep, complete and accurate records pertaining to the sale or other disposition of Licensed Products in sufficient detail to permit vTv to confirm the accuracy of any sales milestone or royalty payment due hereunder. Anteris will keep such books and records for ​ years following the Calendar Year to which they pertain, or such longer period of time as may be required by Applicable Laws. Upon reasonable prior notice and during regular business hours at such place or places where such records are customarily kept, Anteris’ records may be inspected on vTv’s behalf by an independent certified public accountant (the “Auditor”) selected by vTv

Lilly shall, and shall cause its Affiliates and its and their Sublicensees to, keep materially complete and accurate financial books and records pertaining to the commercialization of Products hereunder, including books and records of Net Sales of Products, in sufficient detail to calculate and verify all amounts payable hereunder. Lilly shall, and shall cause its Affiliates and its and their Sublicensees to, retain such books and records until the latest of # ​ years after the end of the period to which such books and records pertain, # the expiration of the applicable tax statute of limitations (or any extensions thereof) and # for such period as may be required by Applicable Law.

Records; Audit. Airspan shall maintain adequate records of the fees and expenses charged to Gogo with respect to the Services under each SOW for at least seven (7) years after completion of the applicable SOW. Airspan shall make such records available to Gogo during normal business hours upon reasonable advance written notice. Airspan shall cooperate in any audit of such records that Gogo may undertake; provided, however, that any such audit shall be at Gogo’s sole expense. If, as a result of such audit, it is determined that Airspan has overcharged Gogo, Gogo shall notify Airspan of the amount of such overcharge, and Airspan shall credit to Gogo the amount of such overcharge. In addition, if any such audit reveals an overcharge that is equal to or greater than 10% of the amounts billed for the period of time audited, Airspan shall reimburse Gogo for all costs related to the audit.

KU and its Affiliates shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to Alkermes hereunder. Such books of account shall be kept at KU’s principal place of business or the principal place of business of the appropriate Affiliate of KU to which this Agreement relates. Such books and the supporting data shall be open, at all reasonable times and upon reasonable notice during the term of this Agreement and for two (2) years after its termination, to the inspection of a firm of certified public accountants selected by Alkermes and reasonably acceptable to KU, for the limited purpose of verifying KU’s royalty statements; provided, however, that such examination shall not take place more often than once each Year and shall not cover more than the preceding 3 Years, with no right to audit any period previously audited. Except as otherwise provided in this Section, the cost of any such examination shall be paid by Alkermes. In the event that any such inspection reveals a deficiency (in accordance with U.S. GAAP) in excess of ​ of the reported royalty for the period covered by the inspection, KU shall promptly pay Alkermes the deficiency, plus interest, and shall reimburse Alkermes for the fees and expenses paid to such accountants in connection with their inspection. The parties agree that neither party shall be required to retain books and records with respect to the above other than books and records relating to the current Year and the immediately preceding three (3) Years.

Records; Audit. Each Party shall maintain complete and accurate records in sufficient detail in relation to this Agreement to permit the other Party to confirm the accuracy of the amount of Development Costs to be reimbursed or shared, achievement of Net Sales milestones, and the amount of royalty and other payments payable under this Agreement. Each Party will keep such books and records for at least ​ following the Calendar Year to which they pertain. Upon reasonable prior notice, such records shall be inspected during regular business hours at such place or places where such records are customarily kept by an independent certified public accountant (the “Auditor”) selected by the auditing Party and reasonably acceptable to the audited Party for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement. Before beginning its audit, the Auditor shall execute an undertaking acceptable to each Party by which the Auditor agrees to keep confidential all information reviewed during the audit. Such audits may occur no more often than ​. Each Party shall only be entitled to audit the books and records from the ​ in which the audit request is made. The Auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, and shall only verify the accuracy or inaccuracy of the financial reports furnished by the audited Party or the amount of payments by such Party under this Agreement, and, in the case of any inaccuracy, the amount of such inaccuracy. In the event that the final result of the inspection reveals an undisputed underpayment or overpayment, the underpaid or overpaid amount shall be settled within ​ after the Auditor’s report. The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party, which underpayment or overpayment was more than ​, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. For clarity, the foregoing audit rights may also be exercised by Ovid on behalf of Lundbeck pursuant to the terms of the Lundbeck License Agreement.

Records; Audit. Each Party shall maintain complete and accurate records in sufficient detail in relation to this Agreement to permit the other Party to confirm the accuracy of the amount of Development Costs to be reimbursed or shared, achievement of Net Sales milestones, and the amount of royalty and other payments payable under this Agreement. Each Party will keep such books and records for at least ​ following the Calendar Year to which they pertain. Upon reasonable prior notice, such records shall be inspected during regular business hours at such place or places where such records are customarily kept by an independent certified public accountant (the “Auditor”) selected by the auditing Party and reasonably acceptable to the audited Party for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement. Before beginning its audit, the Auditor shall execute an undertaking acceptable to each Party by which the Auditor agrees to keep confidential all information reviewed during the audit. Such audits may occur no more often than ​. Each Party shall only be entitled to audit the books and records from the ​ in which the audit request is made. The Auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, and shall only verify the accuracy or inaccuracy of the financial reports furnished by the audited Party or the amount of payments by such Party under this Agreement, and, in the case of any inaccuracy, the amount of such inaccuracy. In the event that the final result of the inspection reveals an undisputed underpayment or overpayment, the underpaid or overpaid amount shall be settled within ​ after the Auditor’s report. The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party, which underpayment or overpayment was more than ​, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. For clarity, the foregoing audit rights may also be exercised by Ovid on behalf of Lundbeck pursuant to the terms of the Lundbeck License Agreement.

Records; Audit Rights. Supplier 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.

Records and Audit. Ginkgo will maintain accurate and complete books, records and accounts pertaining to the Technical Services Charges for a period of ​ following the termination of this TSA. Upon the written request of Customer and not more than ​, Ginkgo will permit an independent certified public accounting firm of nationally recognized standing selected by Customer and reasonably acceptable to Ginkgo to have access to such records of Ginkgo as may be reasonably necessary to verify the Technical Services Charges charged by Ginkgo to Customer and the draw-down from the Prepayment for such Calendar Year. Such audit right with respect to any Calendar Year will terminate ​ after the end of such Calendar Year. Audits under this Section 8.4 will be conducted at Ginkgo’s principal place of business upon at least ​ prior written notice and during normal business hours, and will be for the sole purpose of verifying the calculation of the Technical Services Charges incurred, the portion of Technical Services Charges paid in cash by Customer, and the portion of Technical Services Charges drawn-down from the Prepayment under this TSA. All information and data reviewed in any audit conducted under this Section 8.4 will be treated as Confidential Information of Ginkgo subject to the terms of this TSA. Customer will cause its accounting firm to enter into a reasonably acceptable confidentiality agreement with Ginkgo. The accounting firm will disclose to Customer only whether the calculation of the Technical Services Charges incurred, the cash portion of the Technical Services Charges, and the drawn-down portion from the Prepayment is correct or incorrect, and the specific details concerning any discrepancies. If the audit demonstrates that any cash payment or drawn-down amount from the Prepayment in payment for Technical Services Charges under this TSA has been misstated, then, in the case of an understatement, Customer will pay the balance to Ginkgo within ​ after the result of the audit has been delivered to the Parties in accordance with the payment mechanism set forth in Section 7, and, in the case of an overstatement, Ginkgo will refund Customer the overpaid amount in the same manner as such payment was initially made to Ginkgo (i.e., as a credit to the balance of the Prepayment or in cash) within ​ after the result of the audit has been delivered to the Parties. Customer will bear the cost of any audit conducted pursuant to this Section 8.4, provided that, in the event such audit reveals an overpayment by ​ percent (​) or more for any audited period, Ginkgo will reimburse such cost to Customer in cash.

Records; Audit Rights. Abbott shall keep and maintain for ​ years complete and accurate records of Development Costs incurred with respect to Co-Developed Products in sufficient detail to allow confirmation of same by Enanta. Enanta shall have the right for a period of ​ years after such Development Cost is reconciled in accordance with Section 5.2 to inspect or audit, or to appoint, at its expense, an independent certified public accountant reasonably acceptable to Abbott to inspect or audit, the relevant records of Abbott and its Affiliates to verify that the amount of such Development Costs was correctly determined. Abbott and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta shall not have the right to inspect or audit any Calendar Year more than ​ or more than ​ years after the end of such Calendar Year or to conduct more than ​ such audit in any ​ month period. All records made available for inspection or audit shall be deemed to be Confidential Information of Abbott. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported by Abbott hereunder, # if the amount of Development Costs was over-reported, Abbott shall promptly (but in any event no later than ​ days after Abbott’s receipt of the independent accountant’s report so concluding) make payment to Enanta of the over-reported amount and # if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than ​ days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to Abbott of the underreported amount. Enanta shall bear the full cost of such audit unless such audit discloses an over-reporting by Abbott of more than ​ of the aggregate amount of Development Costs reportable in any Calendar Year, in which case Abbott shall reimburse Enanta for all costs incurred by Enanta in connection with such inspection or audit.

Records; Audit Rights. Abbott and its Affiliates and Sublicensees shall keep and maintain for ​ years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment complete and accurate records of gross sales and Net Sales by Abbott and its Affiliates and Sublicensees of each Product, in sufficient detail to allow Royalty Payments, Operating Income Payments and Sublicense Income Payments to be determined accurately. Enanta shall have the right for a period of ​ years after receiving any such payment to inspect or audit, or to appoint at its expense an independent certified public accountant reasonably acceptable to Abbott to inspect or audit the relevant records of Abbott and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Abbott and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Royalty Payments and Sublicense Income Payments were correctly accounted for or determined. Enanta shall not exercise such inspection or audit right ​. All records made available for inspection or audit shall be deemed to be Confidential Information of Abbott. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an underpayment by Abbott, Abbott shall promptly (but in any event no later than ​ days after Abbott’s receipt of the independent accountant’s report so concluding) make payment to Enanta of any shortfall, together with the interest payment as provided in [Section 6.5.5]. In the event that there was an overpayment by Abbott, Enanta shall promptly (but in any event no later than ​ days after Enanta’s receipt of the independent accountant’s report so concluding) refund to Abbott the excess amount. Enanta shall bear the full cost of such audit unless such audit discloses an underreporting by Abbott of more than ​ of the aggregate amount of Royalty Payment or Sublicense Income Payments payable in any Calendar Year, in which case Abbott shall reimburse Enanta for all costs incurred by Enanta in connection with such inspection or audit.