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 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; Audits. Licensee shall keep (and cause to be kept) and maintain complete and accurate records of Gross Sales of the Licensed Products by Licensee, its Subsidiaries, and its sublicensees, in accordance with generally accepted accounting procedures. Such records shall be accessible to independent certified public accountants selected by [[Organization A:Organization]] and reasonably acceptable to Licensee, by audits conducted not more than once a year during the License Period and for one year after the termination thereof, at any reasonable times during business hours, for the purpose of verifying Gross Sales and any royalties due thereon. Such accountants shall disclose to [[Organization A:Organization]] only information relating to the accuracy of the records kept and the payments made, and shall be under a duty to keep confidential any other information obtained from such records. Licensee, its Subsidiaries, and its sublicensees shall not be required to retain such records for more than three (3) years after the close of any calendar quarter-year. No period shall be subject to audit under this Section more than once as to any entity being audited.

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; 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; 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 Acceleron, Net Sales during the ​, and in the case of Fulcrum, any costs for Fulcrum FTEs or out-of-pocket expenses reimbursed by Acceleron pursuant to [Section 3.5] (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 Acceleron, the royalty reports submitted by Acceleron in accordance with [Section 6.3.4] (Royalty Reports), and in the case of Fulcrum, the invoices submitted by Fulcurm in accordance with [Section 3.5] (Research Funding). An examination by either Party under this [Section 6.6] (Records; Audits) will occur not more than ​ 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 Acceleron a written report disclosing whether, in the case of Acceleron, the reports submitted by Acceleron, 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 Acceleron 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 6.7] (Late Payment). The costs and fees of any audit conducted by a Party under this [Section 6.6] (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 ​ percent (​) of the amount that was owed by Acceleron, or in the case of an audit conducted by Acceleron, such audit reveals an overpayment of amounts owed to Fulcrum of more than ​ percent (​) of the amount that was properly payable by Acceleron in accordance with [Section 3.5] (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.

. 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).

Apollomics shall, and shall cause its Affiliates and their respective sublicensees, to maintain complete and accurate records in accordance with Accounting Standards and in sufficient detail to permit [[GlycoMimetics:Organization]] to confirm the accuracy of the calculation of royalty payments and the achievement of the milestone events. All payments and other amounts under this Agreement shall be accounted for in accordance with Accounting Standards. Upon reasonable prior notice, such records shall be available for examination during regular business hours for a period of ​ from the end of the Fiscal Year to which they pertain, and not more often than once each Fiscal Year, by an independent certified public accountant selected by [[GlycoMimetics:Organization]] and reasonably acceptable to Apollomics, for the sole purpose of verifying the accuracy of the financial reports furnished by Apollomics pursuant to this Agreement and any payments with respect thereto. Any such auditor shall not disclose Apollomics’ Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by Apollomics or the amount of payments due under this Agreement. Any amounts shown to be owed but unpaid shall be paid within thirty (30) days from the accountant’s report, plus interest (as set forth in Section 8.8) from the original due date. [[GlycoMimetics:Organization]] shall bear the full cost of such audit unless such audit discloses an underpayment by Apollomics of more than ​ of the amount due for the audited period, in which case Apollomics shall bear the full cost of such audit.

Records; Audits. BMS shall, and shall cause its Affiliates and Sublicensees to, keep complete and accurate books and records pertaining to Net Sales of Licensed Products in sufficient detail to calculate all amounts payable hereunder with respect thereto and to verify compliance with its obligations under this Agreement. MTEM shall keep complete and accurate books and records pertaining to ​ (and, if applicable, ​ incurred under ​). Such books and records shall be retained by BMS (and its Affiliates and Sublicensees) and by MTEM until ​ after the end of ​ to which such books and records

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).