Common use of Records and Audit Rights Clause in Contracts

Records and Audit Rights. Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of Research Plan Costs to be reimbursed, achievement of Milestone Events, royalty payments and other amounts payable under this Agreement. Upon not less than [**] prior notice, the party maintaining the applicable records shall make such records available during normal business hours for examination by an independent certified public accountant 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. Such audits shall not occur more often than [**], the audit shall last not longer than [**] and shall be conducted by a reasonable number of persons. The auditor shall not disclose the audited Party’s Confidential Information to the auditing 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 to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within [**] after the accountant’s report, plus interest (as set forth in Section 8.10) from the original due date. The auditing Party shall bear the full costs of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than [**] percent ([**]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If any overpayment is identified, the auditing Party will refund such amount to the audited Party within [**] after the accountant’s report.

Records and Audit Rights. Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of Research research and Development Plan Costs to be reimbursedreimbursed or shared, achievement of Milestone Eventssales milestones, royalty payments and other amounts payable under this Agreement. Upon not less than [**] reasonable prior notice, the party maintaining the applicable such records shall make such records available be open during normal regular business hours for a period of [*] years 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 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. Such audits shall not occur more often than [**], the audit shall last not longer than [**] and shall be conducted by a reasonable number of persons. The Any such auditor shall not disclose the audited Party’s Confidential Information to the auditing 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 to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid unpaid, or overpaid and in need of reimbursement, shall be paid or refunded (as the case may be) within [**] days after the accountant’s report, plus interest (as set forth in Section 8.109.7) from the original due datedate (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.7). The auditing Party shall bear the full costs cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than [**] percent ([**]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If any overpayment is identified, the auditing Party will refund such amount to the audited Party within [**] after = Certain confidential information contained in this document, marked by brackets, is filed with the accountant’s reportSecurities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Records and Audit Rights. Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of Research Plan Costs to be reimbursedClinical Development Costs, achievement of Milestone EventsOperating Profit (and Loss), royalty payments royalties and other amounts payable under this Agreement. Upon not less than [**] reasonable prior notice, the party maintaining the applicable such records shall make such records available be open during normal regular business hours for a period of […***…] years from the creation of individual records for examination by an independent certified public accountant selected by the ***Confidential Treatment Requested 42 CO-DEVELOPMENT AND CO-COMMERCIALIZATION AGREEMENT between CUREVAC and ARCTURUS Confidential 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. Such audits shall not occur more often than [**], the audit shall last not longer than […***…] and shall be conducted by a reasonable number of personseach calendar year. The Such auditor shall not disclose the audited Party’s Confidential Information to the auditing 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 to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within […***…] days after the accountant’s report, plus interest (as set forth in Section 8.108.7) from the original due datedate (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 14.6). The auditing Party shall bear the full costs cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than […***…] percent ([…***…]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If any such overpayment is identifiedexceeds such five percent amount, then the auditing Party will refund such amount to the audited auditing Party within […***…] days after the accountant’s reportreport (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 14.7).

Records and Audit Rights. Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of Research Plan Costs Costs, Development Costs, [ * ] to be reimbursed, achievement of Milestone Eventssales milestones, royalty payments and other amounts payable under this Agreement. Upon not less than [**] reasonable prior notice, the party maintaining the applicable such records shall make such records available be open during normal regular business hours for a period of [ * ] years from the creation of individual records for examination by an independent certified public accountant 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. Such audits shall not occur more often than [**], the audit shall last not longer than [**] and shall be conducted by a reasonable number of personsonce each calendar year. The Such auditor shall not disclose the audited Party’s Confidential Information to the auditing 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 to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within [**[ * ] days after the accountant’s report, plus interest (as set forth in Section 8.1011.10) from the original due date. The auditing Party shall bear the full costs of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than [**[ * ] percent ([**]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If any such overpayment is identifiedexceeds such [ * ] amount, then the auditing Party will refund such amount to the audited Party within [**[ * ] days after the accountant’s report. On the other hand, if any such overpayment does not exceed such [ * ] amount, the auditing Party shall have the right to credit the amount of such overpayment against its future payment obligations to the audited Party, provided that such future payments are expected.

Records and Audit Rights. Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of Research Plan Costs research and other costs to be reimbursed, achievement of Milestone Eventsmilestones, royalty payments royalties and other amounts payable under this AgreementAgreement for the then current Calendar Year, and during the preceding [*] Calendar Years. Upon not less than [**] reasonable prior notice, the party maintaining the applicable which shall be no less than upon [*] days prior written notice, such records shall make such records available be open during normal regular business hours for a period of [*] years from the creation of individual records for examination by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party for the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. sole purpose of verifying for the auditing Party the basis and 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; provided however, that records for a particular period may only be audited once. Such audits shall not may occur no more often than [**], the audit shall last not longer than [**] and shall be conducted by a reasonable number of persons. The Such auditor shall enter into a confidentiality agreement between the auditor and the auditing Party and not disclose the audited Party’s Confidential Information to the auditing 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 to or by the audited Party under this Agreement. Any undisputed amounts shown to be owed but unpaid unpaid, or overpaid and in need of refund, shall be paid or refunded (as the case may be) within [**] days after the accountant’s report, plus interest (as set forth in Section 8.109.9) from the original due date. The auditing Party shall bear the full costs cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than [**] percent ([**]%) of the amount set forth in such reportdue for the entire period being audited, in which case the audited Party shall reimburse the auditing Party for the reasonable costs for such audit. If any overpayment is identified, the auditing Party will refund such amount to the audited Party within [**] after the accountant’s report.

Records and Audit Rights. Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of Research Plan Costs Costs, Development Costs, [*] to be reimbursed, achievement of Milestone Eventssales milestones, royalty payments and other amounts payable under this Agreement. Upon not less than [**] reasonable prior notice, the party maintaining the applicable such records shall make such records available be open during normal regular business hours for a period of [*] years from the creation of individual records for examination by an independent certified public accountant 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. Such audits shall not occur more often than [**], the audit shall last not longer than [**] and shall be conducted by a reasonable number of personsonce each calendar year. The Such auditor shall not disclose the audited Party’s Confidential Information to the auditing 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 to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within [**] days after the accountant’s report, plus interest (as set forth in Section 8.1010.9) from the original due date. The auditing Party shall bear the full costs cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than [**] percent ([**]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If any such overpayment is identifiedexceeds such [*] amount, then the auditing Party will refund such amount to the audited Party within [**] days after the accountant’s report. On the other hand, if any such overpayment does not exceed such [*] amount, the auditing Party shall have the right to credit the amount of such overpayment against its future payment obligations to the audited Party, provided that such future payments are expected.

Records and Audit Rights. Each Party Cytokinetics shall maintain complete and accurate records in sufficient detail to permit the other Party Astellas to confirm the accuracy of the amount of Research Plan Costs to be reimbursed, achievement of Milestone Eventsthe Shared Development Cost, royalty payments and other amounts payable under this Agreement. Upon not less than [**] reasonable prior notice, the party maintaining the applicable such records shall make such records available be open during normal regular business hours for a period of [ * ] years from the creation of individual records for examination by an independent certified public accountant selected by the auditing Party Astellas and reasonably acceptable to the audited Party Cytokinetics for the sole purpose of verifying for the auditing Party Astellas the accuracy of the financial reports furnished by the audited Party Cytokinetics pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party Cytokinetics pursuant to this Agreement. Such audits shall not occur more often than [**], the audit shall last not longer than [**] and shall be conducted by a reasonable number of personsonce each calendar year. The Such auditor shall not disclose the audited Party’s Cytokinetics’ Confidential Information to the auditing PartyAstellas, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party Cytokinetics or the amount of payments to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within [**[ * ] days after the accountant’s report, plus interest (as set forth in Section 8.105.5) from the original due date. The auditing Party Astellas shall bear the full costs of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party Cytokinetics that resulted from a [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. discrepancy in the financial report provided by the audited Party Cytokinetics for the audited period, which underpayment or overpayment was more than [**[ * ] percent ([**]%) of the amount set forth in such report, in which case the audited Party Cytokinetics shall reimburse the auditing Party Astellas for the costs for such audit. If any such overpayment is identifiedexceeds such [ * ] amount, the auditing Party will then Astellas shall refund such amount to the audited Party Cytokinetics within [**[ * ] days after the accountant’s report. On the other hand, if any such overpayment does not exceed such [ * ] amount, Astellas shall have the right to credit the amount of such overpayment against its future payment obligations to Cytokinetics, provided that such future payments are expected.

Records and Audit Rights. Each Party shall maintain complete keep complete, true and accurate books of account and records in sufficient detail to permit for the other Party to confirm purpose of determining the accuracy of the amount of Research Plan Costs to be reimbursed, achievement of Milestone Events, royalty payments and other amounts payable under this Agreement. Upon Such books and records shall be kept at the principal place of business of each Party, as the case may be, for at least [*](or such longer period as required by applicable Law) following the end of the Fiscal Year to which they pertain. Each Party (the “Audited Party”) shall make such account and records available, on reasonable notice sent by the other Party (the “Auditing Party”), for inspection during normal business hours, with not less than [**] prior ]’ advance written notice, the party maintaining the applicable records shall make such records available during normal business hours for examination by an independent certified public accountant selected accounting firm nominated by the auditing Party such and reasonably acceptable to the audited Party for the sole Audited Party, for the purpose of verifying for the auditing Party the accuracy of the financial reports furnished any statement or report given by the audited 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. Such audits shall not occur more often than [**], the audit shall last not longer than [**] and shall be conducted by a reasonable number of persons. The auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by payments due hereunder for any Fiscal Year. Such auditor shall advise the audited Party Parties simultaneously promptly upon its completion of its audit whether or not the payments due hereunder have been accurately recorded, calculated, and reported, and, if not, the amount of payments such discrepancy. Except in the case of willful misconduct or fraud, a Party’s financial records with respect to or by a given period of time shall only be subject to one (1) audit per Fiscal Year. The Auditing Party’s right to perform an audit pertaining to any Fiscal Year shall expire [*]after the end of such Fiscal Year and no given period may be audited Party under this Agreementmore than one (1) time. Any amounts shown to be owed but unpaid The auditor shall be paid within [**] after required to keep confidential all information learned during any such inspection, and to disclose to the accountantAuditing Party only such details as may be necessary to report the accuracy of the Audited Party’s statement or report, plus interest (as set forth in Section 8.10) from the original due date. The auditing Auditing Party shall bear be responsible for the full costs of such audit auditor’s costs, unless such audit reveals the auditor certifies that an overpayment to, or an underpayment by, the audited Audited Party that resulted from a discrepancy in a report that the financial report Audited Party provided by to the audited Auditing Party for during the audited applicable audit period, which underpayment or overpayment was in favor of the Auditing Party by more than the greater of (i) [**] percent ([**]%) of the amount set forth in such reportreport or (ii) $[*], in which case the audited Audited Party shall reimburse bear the auditing Party for the costs for full cost of such audit. If such accounting firm correctly identifies a discrepancy made during such period, any overpayment is identified, the auditing Party will refund such amount to the audited Party unpaid amounts or overpaid amounts that are discovered shall be paid/refunded promptly but in any event within [*]of the date of delivery of such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the Parties. The Auditing Party shall treat all financial information subject to review under this Section 8.8 in accordance with the confidentiality and non-use provisions of Article 9, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the Audited Party obligating it to retain all such information in confidence pursuant to such confidentiality agreement. Upon the expiration of [*] after ]following the accountant’s reportend of any Fiscal Year, royalty calculations and joint Development Cost sharing calculations with respect to such Fiscal Year shall be binding and conclusive upon both parties. Unless an audit is ongoing with respect to such period, the Parties shall be released from any liability or accountability with respect to said calculations for such Fiscal Year.

Records and Audit Rights. Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of Research Plan Costs Costs, Development Costs, [*] to be reimbursed, achievement of Milestone Eventssales milestones, royalty payments and other amounts payable under this Agreement. Upon not less than [**] reasonable prior notice, the party maintaining the applicable such records shall make such records available be open during normal regular business hours for a period of [*] years from the creation of individual records for examination by an independent certified public accountant 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. Such audits shall not occur more often than [**], the audit shall last not longer than [**] and shall be conducted by a reasonable number of personsonce each calendar year. The Such auditor shall not disclose the audited Party’s Confidential Information to the auditing 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 to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within [**] days after the accountant’s report, plus interest (as set forth in Section 8.1011.10) from the original due date. The auditing Party shall bear the full costs of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than [**] percent ([**]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If any such overpayment is identifiedexceeds such [*] amount, then the auditing Party will refund such amount to the audited Party within [**] days after the accountant’s report. On the other hand, if any such overpayment does not exceed such [*] amount, the auditing Party shall have the right to credit the amount of such overpayment against its future payment obligations to the audited Party, provided that such future payments are expected. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Records and Audit Rights. Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of Research Plan Costs research and other costs to be reimbursed, achievement of Milestone Eventsmilestones, royalty payments royalties and other amounts payable under this AgreementAgreement for the then current Calendar Year, and during the preceding [*] Calendar Years. Upon not less than [**] reasonable prior notice, the party maintaining the applicable which shall be no less than upon [*] days prior written notice, such records shall make such records available be open during normal regular business hours for a period of [*] years from the creation of individual records for examination by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party for the sole purpose of verifying for the auditing Party the basis and 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; provided however, that records for a particular period may only be audited once. Such audits shall not may occur no more often than [**], the audit shall last not longer than [**] and shall be conducted by a reasonable number of persons. The Such auditor shall enter into a confidentiality agreement between the auditor and the auditing Party and not disclose the audited Party’s Confidential Information to the auditing 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 to or by the audited Party under this Agreement. Any undisputed amounts shown to be owed [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. but unpaid unpaid, or overpaid and in need of refund, shall be paid or refunded (as the case may be) within [**] days after the accountant’s report, plus interest (as set forth in Section 8.109.9) from the original due date. The auditing Party shall bear the full costs cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than [**] percent ([**]%) of the amount set forth in such reportdue for the entire period being audited, in which case the audited Party shall reimburse the auditing Party for the reasonable costs for such audit. If any overpayment is identified, the auditing Party will refund such amount to the audited Party within [**] after the accountant’s report.

Records and Audit Rights. Each Party shall maintain complete keep complete, true and accurate books of account and records in sufficient detail to permit for the other Party to confirm purpose of determining the accuracy of the amount of Research Plan Costs to be reimbursed, achievement of Milestone Events, royalty payments and other amounts payable under this Agreement. Upon Such books and records shall be kept at the principal place of business of each Party, as the case may be, for at least [***] (or such longer period as required by applicable Law) following the end of the Calendar Year to which they pertain. Each Party (the “Audited Party”) shall make such account and records available, on reasonable notice sent by the other Party (the “Auditing Party”), for inspection during normal business hours, with not less than [***] prior advance written notice, the party maintaining the applicable records shall make such records available during normal business hours for examination by an independent certified public accountant selected accounting firm nominated by the auditing Party such and reasonably acceptable to the audited Party for the sole Audited Party, for the purpose of verifying for the auditing Party the accuracy of the financial reports furnished any statement or report given by the audited 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. Such audits shall not occur more often than [**], the audit shall last not longer than [**] and shall be conducted by a reasonable number of persons. The auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by payments due hereunder for any Calendar Year. Such auditor shall advise the audited Party Parties simultaneously promptly upon its completion of its audit whether or not the payments due hereunder have been accurately recorded, calculated, and reported, and, if not, the amount of payments such discrepancy. Except in the case of willful misconduct or fraud, (a) a Party’s financial records with respect to or by a given period of time shall only be subject to one (1) audit per Calendar Year, and (b) the audited Party under this Agreement. Any amounts shown Auditing Party’s right to be owed but unpaid perform an audit pertaining to any Calendar Year shall be paid within expire [***] after the accountant’s report, plus interest (as set forth in Section 8.10) from the original due dateend of such Calendar Year. The auditing auditor shall be required to keep confidential all information learned during any such inspection, and to disclose to the Auditing Party only such details as may be necessary to report Execution Version the accuracy of the Audited Party’s statement or report. The Auditing Party shall bear be responsible for the full costs of such audit auditor’s costs, unless such audit reveals the auditor certifies that an overpayment to, or an underpayment by, the audited Audited Party that resulted from a discrepancy in a report that the financial report Audited Party provided by to the audited Auditing Party for during the audited applicable audit period, which underpayment or overpayment was more than [***] percent ([**]%) of the amount set forth in such reportreport or [***], whichever is greater, in which case the audited Audited Party shall reimburse bear the auditing Party for the costs for full cost of such audit. If such accounting firm correctly identifies a discrepancy made during such period, any overpayment is identified, the auditing Party will refund such amount to the audited Party unpaid amounts or overpaid amounts that are discovered shall be paid/refunded promptly but in any event within [***] after of the accountantdate of delivery of such accounting firm’s reportwritten report so correctly concluding, or as otherwise agreed upon by the Parties. The Auditing Party shall treat all financial information subject to review under this Section 9.8 in accordance with the confidentiality and non-use provisions of Article 10, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the Audited Party obligating it to retain all such information in confidence pursuant to such confidentiality agreement. Upon the expiration of [***] following the end of any Calendar Year, royalty calculations and joint Development Cost sharing calculations with respect to such Calendar Year shall be binding and conclusive upon both parties. Unless an audit is ongoing with respect to such period, the Parties shall be released from any liability or accountability with respect to said calculations for such Calendar Year.

Records and Audit Rights. Each Party shall maintain complete keep complete, true, and accurate books and records in sufficient detail accordance with its Accounting Standards in relation to permit this Agreement, including with respect to Development Costs, Net Sales, collaboration payments, and Product Price. Each Party will keep such books and records for at least three (3) years following the Calendar Year to which they pertain. Each Party (the “Auditing Party”) may, upon written request, cause an internationally-recognized independent accounting firm (the “Auditor”), which is reasonably acceptable to the other Party (the “Audited Party”), to confirm inspect the accuracy relevant records of such Audited Party and its Affiliates to verify the amount payments made and amounts reported by the Audited Party and the related reports, statements, and books of Research Plan Costs accounts, as applicable. Before beginning its audit, the Auditor shall execute an undertaking acceptable to be reimbursed, achievement of Milestone Events, royalty the Audited Party by which the Auditor shall agree to keep confidential all information made available to the Auditor during the audit. The Auditor shall have the right to disclose to the Auditing Party only its conclusions regarding any payments and other amounts payable owed under this Agreement. Upon not less than [**] prior noticeEach Party and its Affiliates and sublicensees shall 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 the party maintaining the applicable Auditing Party. The records shall make such records available during normal business hours for examination by an independent certified public accountant 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. Such audits shall not occur more often than [**], the audit shall last not longer than [**] and shall be conducted by a reasonable number of persons. The auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary reviewed solely to verify the accuracy of the Audited Party’s collaboration payments and other payment obligations and compliance with the financial reports furnished by the audited Party or the amount terms of payments to or by the audited Party under this Agreement. Any amounts shown Such inspection right shall not be exercised more than once without cause in any Calendar Year and not more frequently than once without cause with respect to records covering any specific period of time. In addition, the Auditing Party shall only be owed but unpaid entitled to audit the books and records of the Audited Party from the three (3) Calendar Years prior to the Calendar Year in which an audit request is made. The Auditing Party agrees to hold in strict confidence all information received and all information learned in the course of any audit, except to the extent necessary to enforce its rights under this Agreement or to the extent required to comply with Applicable Law or judicial order. The Auditor shall provide its audit report and basis for any determination to the Audited Party at the time such report is provided to the Auditing Party before it is considered final. In the event that the final result of the inspection reveals an underpayment or an overpayment by either Party, the underpaid or overpaid amount shall be paid within [**] after the accountant’s report, plus interest (as set forth in Section 8.10) from the original due datesettled promptly. The auditing Auditing Party shall bear the full costs of such audit unless such audit reveals an overpayment topay for any audit, or as well as its expenses associated with enforcing its rights with respect to any payments hereunder; provided, that, if an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided of amounts due or overpayment of amounts payable by the audited Auditing Party for the audited period, which underpayment or overpayment was of more than [**] twenty percent ([**]20%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party total payments due hereunder for the costs for such audit. If any overpayment applicable year is identifieddiscovered, the auditing Party will refund such amount fees and expenses charged by the Auditor shall be paid by Audited Party. Confidential Treatment Requested by Cellular Biomedicine Group, Inc IRS Employer Identification No. 00-0000000 Confidential treatment requested with respect to the audited Party within certain portions hereof denoted with “[**] after the accountant’s report.*]”

Records and Audit Rights. Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of Research Plan Development Costs to be reimbursed, achievement of Milestone Eventsshared, royalty payments and other amounts payable under this Agreement. Upon not less than [**] reasonable prior notice, the party maintaining the applicable such records shall make such records available be open during normal regular business hours for a period of [*] years from the creation of individual records for examination by an independent certified public accountant 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. Such audits shall not occur more often than [**], the audit shall last not longer than [**] and shall be conducted by a reasonable number of personsonce each calendar year. The Such auditor shall not disclose the audited Party’s Confidential Information to the auditing 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 to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within [**] days after the accountant’s report, plus interest (as set forth in Section 8.109.6) from the original due date. The auditing Party shall bear the full costs of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than [**] percent ([**]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If any such overpayment is identifiedexceeds such [*] amount, then the auditing Party will shall refund such amount to the audited Party within [**] days after the accountant’s report. On the other hand, if any such overpayment does not exceed such [*] amount, the auditing Party shall have the right to credit the amount of such overpayment against its future payment obligations to the audited Party, provided that such future payments are expected. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Records and Audit Rights. Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of Research Plan Development Costs to be reimbursed, achievement of Milestone Eventsshared, royalty payments and other amounts payable under this Agreement. Upon not less than [**] reasonable prior notice, the party maintaining the applicable such records shall make such records available be open during normal regular business hours for a period of [*] years from the creation of individual records for examination by an independent certified public accountant 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. Such audits shall not occur more often than [**], the audit shall last not longer than [**] and shall be conducted by a reasonable number of personsonce each calendar year. The Such auditor shall not disclose the audited Party’s Confidential Information to the auditing 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 to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within [**] days after the accountant’s report, plus interest (as set forth in Section 8.109.6) from the original due date. The auditing Party shall bear the full costs of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than [**] percent ([**]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If any such overpayment is identifiedexceeds such [*] amount, then the auditing Party will shall refund such amount to the audited Party within [**] days after the accountant’s report. On the other hand, if any such overpayment does not exceed such [*] amount, the auditing Party shall have the right to credit the amount of such overpayment against its future payment obligations to the audited Party, provided that such future payments are expected.

Records and Audit Rights. Each A Party using a license granted under or pursuant to this Agreement shall maintain provide to the licensor within 60 calendar days of the end of each calendar quarter a royalty report outlining the Diagnostic Products (or components thereof) Sold, Net Sales associated thereto, royalties due and payments made (and credits or offsets taken) in accordance with this Section III or other applicable provisions. Such royalty report will show breakdowns for each Diagnostic Product in each country, and shall constitute Confidential Information. The licensee shall keep complete and accurate records reflecting all information necessary or useful in sufficient detail to permit the other Party to confirm verifying the accuracy of each report. The licensor shall have the amount of Research Plan Costs right to be reimbursed, achievement of Milestone Events, royalty payments and other amounts payable under this Agreement. Upon not less than [**] prior notice, the party maintaining the applicable records shall make such records available during normal business hours for examination by hire an independent certified public accountant selected to inspect all records required to be kept by the auditing Party and licensee pursuant to this Agreement (which accountant shall be reasonably acceptable to the audited Party for licensee and shall keep all information confidential except to disclose the sole purpose fact and amount of verifying for any discrepancies); provided, such audit: (i) is conducted during normal business hours, (ii) is conducted no more often then once per year, (iii) is conducted only after the auditing Party the accuracy of the financial reports furnished by licensor has given 30 days prior written notice, and (iv) the audited Party pursuant has the ability to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement. Such audits shall not occur more often than [**], the audit shall last not longer than [**] and shall be conducted by a reasonable number of persons. The auditor shall not disclose the audited Party’s Confidential Information to the auditing 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 to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within [**] after review the accountant’s report, plus interest (as set forth in Section 8.10) from report on any discrepancies to confirm the original due datereport does not contain any other Confidential Information. The auditing audited Party shall, at its own expense, make such records (or copies thereof) available to the accountant at a single location in the U.S. The licensor shall bear the full costs cost and expense of such audit audit, unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in excess of 5% of the financial report provided by underage in favor of the audited Party for licensor is discovered, in which event the audited period, which underpayment or overpayment was more than [**] percent ([**]%) licensee shall bear the full cost and expense of such audit. Regardless of the amount of discrepancy discovered, all discrepancies (and interest thereon at the rate set forth in such report, in which case the audited Party sixth sentence of Section III(e) above) shall reimburse the auditing Party for the costs for such audit. If any overpayment is identified, the auditing Party will refund such amount to the audited Party within [**] after the accountant’s reportbe immediately due and payable.

Records and Audit Rights. Each Party and its Affiliates shall maintain maintain, and Genentech shall cause its Sublicensees to maintain, complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of Next Gen Research Plan Costs to be reimbursedand Joint Development Costs, achievement of Milestone Eventsmilestones, royalty payments and other amounts payable under this Agreement. Upon not less than [**] reasonable prior notice, the party maintaining the applicable such records shall make such records available be open during normal regular business hours for a period of [*] from the creation of individual records for examination by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party entity for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited other Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited other Party pursuant to this Agreement. Such audits shall not occur more often than [**], the audit shall last not longer than [**] and shall be conducted by a reasonable number of personsonce each calendar year. The Such auditor shall not disclose the audited Partyentity’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited other [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential Execution Version Party or the amount of payments to or by the audited other Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within [**] after the accountant’s report, plus interest (as set forth in Section 8.107.8) from the original due date. The auditing Party shall bear the full costs cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited other Party that resulted from a discrepancy in the financial report provided by the audited other Party for the audited period, which underpayment or overpayment was more than [**] percent ([**]%) of the amount set forth in such report, in which case the audited other Party shall reimburse the auditing Party for the costs for such audit. If the auditing Party does not request verification of any overpayment is identifiedachievement of milestones, royalty payments and other amounts payable under this Agreement within [*], then the auditing Party will refund such amount to the audited Party within [**] after the accountant’s report].

Records and Audit Rights. Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of Research Plan Costs to be reimbursedDevelopment Expenses, achievement of Milestone Eventsmilestones, royalty payments and other amounts payable under this Agreement. Upon not less than [**] reasonable prior notice, the party maintaining the applicable such records shall make such records available be open during normal regular business hours for a period of *** from the creation of individual records for examination by an *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Confidential EXECUTION VERSION independent certified public accountant 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. Such audits shall not occur more often than [**], the audit shall last not longer than [* each **] and shall be conducted by a reasonable number of persons*. The Such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party or to any Third 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 to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within [**] * after the accountant’s report, plus interest (as set forth in Section 8.107.5) from the original due date. The auditing Party shall bear the full costs cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than [**] percent ([**]%) * of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If any overpayment is identified, The audited Party will refund to the auditing Party will refund any such amount to overpayment received by the audited Party within [**] * after the accountant’s report.

Records and Audit Rights. Each During the Term of this Agreement, and for a period of [*] after their creation, each Party shall maintain will keep complete and accurate books and records in sufficient detail to permit verify compliance or non-compliance with the other Party to confirm the accuracy provisions of the amount of Research Plan Costs to be reimbursed, achievement of Milestone Events, royalty payments and other amounts payable under this Agreement. Upon not less than [**] Each Party will, upon at least thirty (30) days' prior notice, the party maintaining the applicable records shall make such records available during normal business hours for examination by an independent certified public accountant selected written request by the auditing other Party, allow such Party, or a representative of such Party and who is reasonably acceptable to the audited Party, to audit such books and records at the audited Party's premises to the extent necessary to verify the performance of the other Party's obligations hereunder; provided that (a) any such audit is conducted during normal business hours and in a manner designed to not unreasonably interfere with the audited Party's ordinary business operations; (b) audits may not occur more frequently than once every twelve (12) months; and (c) each such audit may only cover periods that were not previously audited. The audited Party for the sole purpose of verifying for will cooperate with the auditing Party and its representatives in the accuracy conduct of such audit. If any audit reveals that the financial reports furnished audited Party has failed properly account for, charge and/or pay any amount hereunder which results in an overpayment by the auditing Party or an underpayment by the audited Party pursuant to this Agreement or of any payments madeParty, or required to be made, by or to then the audited Party pursuant to this Agreement. Such audits shall not occur more often than [**]will promptly pay the auditing Party any such amount, together with interest on the audit shall last not longer than [**] and shall be conducted by a reasonable number monies owed at an annual rate of persons. two percent (2%) over the prime rate of interest reported in The auditor shall not disclose Wall Street Journal from on the audited Party’s Confidential Information date on which such overpayment was made or such overdue amount should have been paid to the auditing Party. If any audit reveals that the audited Party has failed properly account for, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished charge and/or pay any amount hereunder which results in an overpayment by the audited Party or the amount of payments to or an underpayment by the audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within Party, by [**] after the accountant’s reportor more, plus interest (as set forth then in Section 8.10) from the original due date. The auditing Party shall bear the full costs of addition to paying any such audit unless such audit reveals an overpayment to, or an underpayment byamount due, the audited Party that resulted from a discrepancy in will reimburse the financial report provided by the audited other Party for the audited period, which underpayment or overpayment was more than [**] percent ([**]%) of the amount set forth its reasonable out-of-pocket expenses incurred in such report, in which case the audited Party shall reimburse the auditing Party for the costs for conducting such audit. If Each Party agrees that any overpayment information learned by or disclosed to it or its auditor in connection with such audit is identified, the auditing Party will refund such amount to Confidential Information of the audited Party within [**] after the accountant’s reportParty.

Records and Audit Rights. Each During the Term of this Agreement, and for a period of [*] after their creation, each Party shall maintain will keep complete and accurate books and records in sufficient detail to permit verify compliance or non-compliance with the other Party to confirm the accuracy provisions of the amount of Research Plan Costs to be reimbursed, achievement of Milestone Events, royalty payments and other amounts payable under this Agreement. Upon not less than [**] Each Party will, upon at least thirty (30) days' prior notice, the party maintaining the applicable records shall make such records available during normal business hours for examination by an independent certified public accountant selected written request by the auditing other Party, allow such Party, or a representative of such Party and who is reasonably acceptable to the audited Party, to audit such books and records at the audited Party's premises to the extent necessary to verify the performance of the other Party's obligations hereunder; provided that (a) any such audit is conducted during normal business hours and in a manner designed to not unreasonably interfere with the audited Party's ordinary business operations; (b) audits may not occur more frequently than once every twelve (12) months; and (c) each such audit may only cover periods that were not previously audited. The audited Party for the sole purpose of verifying for will cooperate with the auditing Party and its representatives in the accuracy conduct of such audit. If any audit reveals that the financial reports furnished audited Party has failed properly account for, charge and/or pay any amount hereunder which results in an overpayment by the auditing Party or an underpayment by the audited Party pursuant to this Agreement or of any payments madeParty, or required to be made, by or to then the audited Party pursuant to this Agreement. Such audits shall not occur more often than will promptly pay the auditing Party any such amount, together with interest on the monies owed at an annual rate of [**], ] from on the audit shall last not longer than [**] and shall be conducted by a reasonable number of persons. The auditor shall not disclose the audited Party’s Confidential Information date on which such overpayment was made or such overdue amount should have been paid to the auditing Party. If any audit reveals that the audited Party has failed properly account for, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished charge and/or pay any amount hereunder which results in an overpayment by the audited Party or the amount of payments to or an underpayment by the audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within Party, by [**] after the accountant’s reportor more, plus interest (as set forth then in Section 8.10) from the original due date. The auditing Party shall bear the full costs of addition to paying any such audit unless such audit reveals an overpayment to, or an underpayment byamount due, the audited Party that resulted from a discrepancy in will reimburse the financial report provided by the audited other Party for the audited period, which underpayment or overpayment was more than [**] percent ([**]%) of the amount set forth its reasonable out-of-pocket expenses incurred in such report, in which case the audited Party shall reimburse the auditing Party for the costs for conducting such audit. If Each Party agrees that any overpayment information learned by or disclosed to it or its auditor in connection with such audit is identified, the auditing Party will refund such amount to Confidential Information of the audited Party within [**] after the accountant’s reportParty.