Common use of Records and Audit Clause in Contracts

Records and Audit. Arcadia, its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail to enable the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period of three (3) years following the termination of this Agreement. Upon fifteen (15) days written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%) of payments properly due hereunder with respect to the audited period.

Records and Audit. ArcadiaBCV shall keep, and shall cause each of its Affiliates and sublicensees Sublicensees, if any, to keep, full and accurate books of accounting in accordance with GAAP, as may be reasonably necessary for the purpose of calculating the royalties and other amounts payable to Senesco hereunder. Such books of accounting (including those of BCV’s Affiliates and Sublicensees, if any) shall keep adequate records in sufficient detail to enable be kept at their principal place of business and, with all necessary supporting data, shall during all reasonable times during business hours for the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period of three (3) years next following the termination end of this Agreement. Upon fifteen the calendar year to which each shall pertain, be open for inspection upon written notice by Senesco and at Senesco’s sole cost (15) days written noticeexcept as provided below), said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request per year, by Xxxxxxa nationally-recognized independent certified public accountant, during regular business hours for the purpose of verifying royalty and in such a manner as not other payment statements for compliance with this Agreement. Such independent certified accountant will execute BCV’s standard form of confidentiality agreement, and will be permitted to interfere share with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%) of payments properly due hereunder Senesco solely its findings with respect to the audited periodaccuracy of the royalties and other amounts reported as payable under this Agreement. The results of each inspection, if any, shall be binding on both Parties. Senesco shall pay for such inspections, except that in the event there is any upward adjustment in aggregate royalties or other amounts payable for the period of such inspection of more than five percent (5%) of the amount actually paid to Senesco, BCV shall pay for the reasonable out-of-pocket Third Party costs of such audit. In the event such accounting determines that BCV paid Senesco more than the amount properly due in respect of any calendar quarter, then any excess payments made by BCV will be credited against future amounts due to Senesco from BCV, or if no such future amounts are reasonably expected to be due to Senesco from BCV, then Senesco will reimburse BCV for any overpayment by BCV.

Records and Audit. ArcadiaPurchaser shall keep, and shall contractually require that its Affiliates and sublicensees its Commercial Licensees keep, books and records prepared in accordance with their respective standard accounting procedures and in accordance with GAAP, in each case consistently applied, for the purpose of determining and validating (if anyi) shall keep adequate records in sufficient detail to enable the royalties amount of Royalty Payments due to Xxxxxx hereunder Seller hereunder, including, without limitation, the calculation of Net Sales in each country where Products are sold, (ii) whether or not the [***] Milestone Event has occurred and (iii) the amount of any NIAID Payments due to Seller hereunder. Such books and records will be determined. Said records shall be kept at the principal place of business of Purchaser (or its Affiliates or its licenses, as applicable) and maintained during for a period of three (3) no less than [***] years following the termination end of this Agreementthe Calendar Year to which they pertain. Upon fifteen At the request of Seller, Purchaser and its Affiliates and its Commercial Licensees shall permit an independent certified public accountant appointed by Seller and reasonably acceptable to Purchaser (15) days written or its Affiliates and its Commercial Licensees, as applicable), at reasonable times and upon reasonable notice, said to examine those records as may be inspectednecessary to determine, and employees associated with performance under this Agreement respect to any Calendar Year ending not more than [***] years prior to Seller’s request, the correctness or completeness of any report or payment pursuant to Sections 1.03, 1.04 or 1.05. The foregoing right of review may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, exercised only once per Calendar Year and retained at Xxxxxx’x expenseonly once with respect to each such periodic report and payment. Such Results of any such examination shall be conducted no more than once annually upon request by Xxxxxx(A) limited to information relating to Products, during regular business hours (B) made available to both Purchaser and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant Seller and (C) subject to the terms confidentiality provisions set forth below. Prior to commencing any examination, the independent certified public accountant shall have agreed in this Section 4. Xxxxxx shall require such accountant writing to undertake to preserve the confidentiality of maintain all information learned or obtained in connection with confidence, except as necessary to disclose to Purchaser and Seller the results of such examination, and shall have executed all customary release letters reasonably requested by Purchaser’s independent auditors. Seller shall bear the full cost of the performance of any such audit; provided, howeverunless such audit discloses a variance to the detriment of Seller of more than [***] percent ([***]%) from the amount of the original report or Royalty Payment or NIAID Payments calculation. In such case, Purchaser shall bear the full cost of the performance of such audit. Any underpayments of Royalty Payments, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant Milestone Payment or NIAID Payments shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed be paid by the audit. Xxxxxx shall bear the expense Purchaser within [***] of notification of the auditorresults of such audit, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess together with interest at a rate of ten [***] percent (10[***]%) per month for each Calendar Month since the payment due date. Any overpayments of payments properly due hereunder with respect Royalty Payments, the [***] Milestone Payment or the NIAID Payments shall be fully creditable by Purchaser against any amounts subsequently payable by Purchaser pursuant to this Agreement or, if no such amounts become payable within [***] after notification of such results, shall be refunded by Seller to Purchaser or its designee. Purchaser shall contractually require that its Affiliates and their respective Commercial Licensees submit to the audited periodexercise of Seller’s right of audit hereunder.

Records and Audit. Arcadia, its Affiliates and sublicensees (if any) Assignee shall keep adequate (or cause to be kept) complete and accurate records pertaining to Net Sales of Products and the payments due under this Agreement, in sufficient detail to enable permit Xxxxxx Estate to confirm the royalties accuracy of all payments due under this Agreement. Xxxxxx Estate shall have the right, at its expense, to Xxxxxx hereunder cause an independent, certified public accountant to be determinedaudit such records as necessary to confirm Assignee’s payments for the preceding year. Said records Such independent, certified public accountant shall be maintained during for legally bound by written confidentiality and non-use obligations running directly to Assignee. It shall be nationally recognized in the United States. Such audit rights may be exercised no more often than once a period of year, once only with respect to records regarding any given accounting period, within three (3) years following after the year to which such records relate, upon reasonable advance notice to Assignee and during normal business hours. The terms of this Section shall survive any termination or expiration or termination of this AgreementAgreement for a period of one (1) year. Upon fifteen (15) days written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in In the event that such audit reveals an underpayment by Assignee of the audit establishes underpayment in excess actual amount owed the Xxxxxx Estate, Assignee will pay the difference, plus interest calculated at the rate of ten percent (10%) per year. If such underpayment is more than ten percent (10%) for any calendar month, Licensee will also reimburse the Xxxxxx Estate for the cost of such audit. If the audit reveals that Assignee overpaid, then Assignee may credit the overpaid amounts against future payments properly due hereunder, or require reimbursement of the overpaid amounts within thirty (30) days after the audit. All books and records relative to Licensee’s obligations hereunder will be maintained by Licensee at Licensee’s address set forth in this Agreement (which will be in the United States) for at least three (3) years after the end of the calendar year to which they relate, including after termination of this Agreement as applicable. In the case of records held by Assignee’s Licensees, it shall suffice if Assignee obtains an audit right for itself similar to Assignee’s audit right above, and the right to share the results of its own audits with respect Xxxxxx Estate; Assignee shall not be required to the audited periodobtain a direct right for Xxxxxx Estate to audit a Licensee.

Records and Audit. Arcadia, its Affiliates Amgen will keep complete and sublicensees (if any) shall keep adequate accurate records pertaining to the sale or other disposition of the Royalty Bearing Collaboration Products in sufficient detail to enable permit Anadys to confirm the royalties accuracy of all payments due hereunder. Anadys shall have the right to Xxxxxx hereunder cause an independent, certified public accountant to be determinedaudit such records to confirm Amgen's Net Sales, royalty payments and other payments for the preceding year. Said records Prior to audit implementation, Anadys shall be maintained during submit an audit plan, including audit scope, to Amgen for a period of three (3) years following the termination of this Agreement. Upon fifteen (15) days written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by ArcadiaAmgen's approval, which approval shall not be unreasonably withheld. Such audit rights may be exercised no more often than once a year, within four (4) years after the calendar quarter to which such records relate, upon reasonable notice to Amgen and during normal business hours for the sole purpose of, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant only to the terms set forth in extent necessary, to verify the completeness and accuracy of the records and payments made under this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such auditAgreement; provided, however, that the […*…] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTbooks and records for any particular calendar year shall only be subject to one audit. The independent, 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. certified public accountant shall keep confidential any information obtained during such inspection and shall report to Xxxxxx Anadys only the amounts of Net Sales and royalties due and payable, but may include, in the event the accountant shall be unable to verify the correctness of any or all of such payment, the unverifiable amount of such payment and information relating to why any or all of such payment is unverifiable. Amgen shall receive a copy of each such report concurrently with receipt by Anadys. In the event that such payment is unverifiable, Amgen and Anadys shall use good faith efforts to arrive at an equitable solution. Anadys will bear the full cost of such audit unless such audit discloses an underpayment of more than [...***...] percent ([...***...]%) from the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations of total payments due. In such case, Amgen Will pay, in addition to the amount of any underpayment, the reasonable cost of Anadys' certified public accountant for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in In the event that of an overpayment by Amgen, the audit establishes underpayment in excess amount overpaid shall be credited ***CONFIDENTIAL TREATMENT REQUESTED against future royalties owed to Anadys by Amgen. The terms of ten percent this Section 5(o) shall survive any termination or expiration or termination of this Agreement for a period of [...***...] (10%[...***...]) years. Upon the expiration of payments properly due hereunder such [...***...] ([...***...]) year period, the calculation of any such amounts payable with respect to the audited periodsuch particular year shall be binding and conclusive upon Anadys, and Amgen shall be released from any liability or accountability with respect to such amounts for such year.

Records and Audit. ArcadiaThe Company shall maintain, shall cause its Affiliates to maintain and shall make reasonable commercial effort to cause its Sublicensees to maintain (and for this purpose will incorporate the necessary provisions in each Sublicense Agreement), complete and accurate, records of the Leukemia Licensed Products and the Licensed Products and/or Licensed IP that are Commercialized under this Agreement, any amounts payable to the Company and/or its Affiliates and/or Sublicensees in relation to such Leukemia Licensed Products and the Licensed Products and/or Licensed IP, and all Sublicense Income received by the Company and/or its Affiliates, which records shall contain sufficient information to permit Licensors to confirm the accuracy of any reports or notifications delivered to Licensors under Section 5.1. The relevant party shall retain such records relating to a given Calendar Quarter for at least five (5) years after the conclusion of the Calendar Quarter. During such five (5) year period, Licensors shall have the right, at Licensors’ sole expense, to be exercised once every calendar year, to cause an independent, certified public accountant (“Auditor”), who is mutually acceptable to the Company, bound by a suitable confidentiality arrangement, with the Company, in the form acceptable to the Company, to inspect the Company’s and the relevant Affiliates’ and Sublicensees’ relevant records during normal business hours and with prior coordination with the Company and relevant Affiliates and Sublicensees for the purpose of verifying any reports and payments delivered under this Agreement. The Parties shall reconcile any underpayment or overpayment within thirty (30) days after the Auditor delivers the results of the audit in writing to such Parties, including accurate calculations of such underpayment or overpayment, as applicable, as well as interest in accordance with Section 4.3. The Company shall make reasonable commercial effort to cause its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail Sublicensees to enable fully comply with the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period of three (3) years following the termination terms of this AgreementSection 5.2. Upon fifteen (15) days written noticeNotwithstanding the aforementioned, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes such an inspection reveals an underpayment in excess of monies to Licensors by more than ten percent (10%) ), the Company shall pay all direct costs of payments properly due hereunder with respect to the audited periodAuditor plus liquidated damages of 10% of the outstanding sums.

Records and Audit. ArcadiaDuring the term of this Agreement, its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail to enable the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period of three (3) years following after the termination conclusion of this Agreementthe applicable calendar year, the Purchaser shall keep complete and accurate records of Net Sales in sufficient detail to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. Upon fifteen The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to the Purchaser to audit and/or inspect records of the Purchaser solely to the extent required to verify: (15A) days written notice, said records may be inspected, the completeness and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, accuracy of the Royalty Statements; (B) the calculation of Net Sales and retained at Xxxxxx’x expense(C) the amount of Royalty payments for the Product for the previous year. Such examination inspection shall be conducted during the Purchaser’s normal business hours, no more than once annually in any twelve (12) month period and upon request at least thirty (30) days prior written notice by Xxxxxx, during regular business hours and in such a manner as not the Company to interfere with Arcadia’s normal business activitiesthe Purchaser. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx firm establishes that such amount, along with interest calculated pursuant to payments were underpaid for the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, howeverpreceding year, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant Purchaser shall report have the right to Xxxxxx engage a recognized independent auditing firm to verify the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by findings of the audit. Xxxxxx If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the expense full cost of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable firm it engages unless such audit expenses in the event that the audit establishes discloses an underpayment in excess of ten by more than five percent (105%) of payments properly the amount due hereunder with respect for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the audited periodfull cost of the firm it engages to verify the audit findings.

Records and Audit. Arcadia, its Affiliates Throughout the Term and sublicensees (if any) shall keep adequate records in sufficient detail to enable the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period of three (3) years following [*] after the expiration or earlier termination of this Agreement, each of the Parties will maintain books and records regarding the Services, and other matters relating to this Agreement, including server logs, and customer usage logs, in accordance with generally accepted accounting principles. Each Party will have the right to audit such books and records of the other Party solely and directly relating to this Agreement upon reasonable notice and at its expense, [*] to take extracts from or make copies of such records. Each Party will maintain at its principal place of business during the Term and for a period of [*] thereafter all books, records, accounts, and technical materials regarding its activities in connection herewith sufficient to determine and confirm all amounts payable to the other Party and all compliance with all other material obligations pursuant to this Agreement. Upon fifteen (15) days a Party’s written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, the […*…] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO RULE 406 OF THE SECURITIES ACT OF 1933OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED request (to be provided at least ten (10) business days prior to the date of the audit), AS AMENDED. accountant shall report the other Party will permit one (I) or more representatives of an auditor or agent of the requesting Party’s choice to Xxxxxx examine and audit, during normal business hours, such books, records, accounts, documentation and materials, and take extracts therefrom or make copies thereof for the amount properly payable and shall provide Xxxxxx purpose of verifying the correctness of payments made pursuant hereto and/or compliance with an explanation and detailed calculations for the other material obligations hereunder; provided that, the auditing Party will first obtain a written agreement from any discrepancy revealed such auditor or agent that such auditor or agent will be bound by the audit. Xxxxxx shall bear confidentiality obligations set forth in Section 5 herein and the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for auditing Party will in all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%) of payments properly due hereunder with respect events be responsible to the audited periodParty for any action or inaction of such auditor or agent that would violate Section 5 of this Agreement. Unless otherwise agreed by the Parties in writing, such examination will be in material accordance with generally accepted accounting principles. The audited Party will pay any unpaid, non-disputed delinquent amounts within thirty (30) days of the other Party’s request. To the extent such examination discloses an underpayment of the greater of [*] or more of the aggregate amount owed to the other Party during the period that is the subject of the audit or [*] the audited Party will fully reimburse the other Party, promptly upon demand, for the reasonable fees and disbursements due the auditor for such audit; provided that, such prompt payment will not be in lieu of any other remedies or rights available to such other Party hereunder. In all other events, all fees and expenses of the auditing Party’s auditor or agent under this Section will be paid by the auditing Party. If an audit reveals an overpayment, the auditing Party will promptly notify the other and will pay the amount of any such overpayment to the other Party within thirty (30) days thereafter.

Records and Audit. Arcadia, Alamo and its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to enable the royalties due to Xxxxxx hereunder to be determinedCIMA hereunder. Said records Such books of account shall be maintained kept at Alamo’s principal place of business or the principal place of business of the appropriate Affiliate of Alamo 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 a period of three (3) years following after its termination, to the termination inspection by a firm of this Agreement. Upon fifteen (15) days written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant certified public accountants selected by XxxxxxCIMA and reasonably acceptable to Alamo, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadiafor the limited purpose of verifying Alamo’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such auditroyalty statements; provided, however, that such examination shall not take place more often than once each Year, shall not cover more than the […*…] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTpreceding three (3) Years, 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. accountant shall report with no right to Xxxxxx the amount properly payable audit any period previously audited and shall provide Xxxxxx with an explanation and detailed calculations for not occur during the 90-day period following the end of Alamo’s fiscal Year without the mutual agreement by Alamo. Except as otherwise provided in this Section, the cost of any discrepancy revealed such examination shall be paid by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in CIMA In the event that the audit establishes underpayment any such inspection reveals a deficiency in excess of ten percent 5% of the reported royalty for the period covered by the inspection, Alamo shall promptly pay CIMA the deficiency, plus interest at the rate of 6% per annum (10%) which interest shall accrue from the date any such deficiency payment was due), and shall reimburse CIMA for the reasonable fees and expenses paid to such accountants in connection with their inspection for such period. In the event that any such inspection reveals a deficiency that is less than 5% of payments properly due hereunder the reported royalty for the period covered by the inspection, Alamo shall promptly pay CIMA the deficiency, plus interest at the rate of 6% per annum (which interest shall accrue from the date any such deficiency payment is due). In the event that any such inspection reveals an overpayment, CIMA shall promptly pay Alamo the overpayment. The patties agree that neither party shall be required to retain books and records with respect to the audited periodabove other than books and records relating to the current Year and the immediately preceding three (3) Years.

Records and Audit. ArcadiaDuring the term of this Agreement, its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail to enable the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period of three (3) years following after the termination conclusion of this Agreementthe applicable calendar year, the Purchaser shall keep complete and accurate records of Net Sales in sufficient detail to permit the Company to confirm *CONFIDENTIAL TREATMENT REQUESTED the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. Upon fifteen The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to the Purchaser to audit and/or inspect records of the Purchaser solely to the extent required to verify: (15A) days written notice, said records may be inspected, the completeness and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, accuracy of the Royalty Statements; (B) the calculation of Net Sales and retained at Xxxxxx’x expense(C) the amount of Royalty payments for the Product for the previous year. Such examination inspection shall be conducted during the Purchaser’s normal business hours, no more than once annually in any twelve (12) month period and upon request at least thirty (30) days prior written notice by Xxxxxx, during regular business hours and in such a manner as not the Company to interfere with Arcadia’s normal business activitiesthe Purchaser. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx firm establishes that such amount, along with interest calculated pursuant to payments were underpaid for the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, howeverpreceding year, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant Purchaser shall report have the right to Xxxxxx engage a recognized independent auditing firm to verify the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by findings of the audit. Xxxxxx If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the expense full cost of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable firm it engages unless such audit expenses in the event that the audit establishes discloses an underpayment in excess of ten by more than five percent (105%) of payments properly the amount due hereunder with respect for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the audited periodfull cost of the firm it engages to verify the audit findings.

Records and Audit. ArcadiaPohl Boskamp, its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail full, true xxx accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to enable the royalties due to Xxxxxx hereunder to be determinedNastech as Royalties. Said records Such books of account shall be maintained kept at Pohl Boskamp's principal place of business or the principal place of xxxiness of the appropriate Affiliate or sublicensee of Pohl Boskamp to which this Agreement relates. Such books and the supxxxxing data shall be open, at all reasonable times and upon reasonable written notice during the term of this Agreement and for a period of three two (32) years following after its termination, to the termination inspection of this Agreement. Upon fifteen (15) days written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant a firm of certified public accountants selected by Xxxxxx, approved by ArcadiaNastech and acceptable to Pohl Boskamp, which approval consent shall not be unreasonably withheldwithheld (the xxxx of which is to be paid by Nastech), and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to for the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality purpose of all information learned or obtained in connection with such auditverifying Pohl Boskamp's Royalty statements; provided, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant that such examxxxxion shall report to Xxxxxx the amount properly payable not take place more often than once each calendar year and shall provide Xxxxxx not cover more than the preceding three (3) years, with an explanation and detailed calculations for no right to audit any discrepancy revealed by the auditperiod previously audited. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in In the event that the audit establishes underpayment any such inspection reveals a deficiency in excess of ten percent (10%) 5% of payments properly due hereunder the reported Royalty for the period covered by the inspection, Pohl Boskamp shall promptly pay Nastech the deficiency, plus interesx xx 8% per annum, and shall reimburse Nastech 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 audited periodabove other than books and records relating to the current calendar year and the immediately preceding three (3) calendar years.

Records and Audit. ArcadiaEach Party shall, and shall ensure that its Affiliates and sub licensees shall, keep or cause to be kept complete and accurate records which are relevant to any payment to be made under this Agreement, including without limitation, records on Net Sales, royalty calculations, Development Costs, and Manufacturing Costs. At the request and expense of either Party, the other Party, its Affiliates and sublicensees (if any) its sub licensees shall keep adequate permit an independent certified public accountant appointed by such Party and reasonably acceptable to the other Party, at reasonable times and upon reasonable notice, to examine such records in sufficient detail as may be necessary to enable determine, with respect to any Calendar Year ending not more than [***] to such Party’s request, the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period correctness or completeness of three (3) years following the termination of any report or payment made under this Agreement. Upon fifteen (15) days written notice, said records The foregoing right of review may be inspected, exercised only [***] and employees associated only once with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, respect to each such periodic report and retained at Xxxxxx’x expensepayment. Such Results of any such examination shall be conducted no (a) limited to information relating to the correctness or completeness of any such report or payment, and (b) made available to both Parties. The Party requesting the audit shall bear the expenses of such independent certified public accountant related to the performance of any such audit, unless such audit discloses a variance to the detriment of the auditing Party of more than once annually upon request by Xxxxxx[***] from the amount of the original report, during regular business hours and in or payment calculation. In such a manner as not to interfere with Arcadia’s normal business activitiescase, the Party being audited shall bear the full cost of the performance of such audit. If such examination should disclose audit reveals that the audited Party, its Affiliate or sub licensee has failed to accurately report information, and the result was underpayment, the relevant Party shall promptly pay any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx amounts due to the inspecting Party together with interest on such amount, along with interest calculated pursuant from the date accruable at a rate of [***] according to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve European Central Bank [***] In the confidentiality event of all information learned or obtained in connection with such audit; provided, howeveroverpayment, the overpayment shall be fully creditable against amounts payable in subsequent periods. […*…**] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%17 C.F.R. SECTIONS 200.80(B)(4) of payments properly due hereunder with respect to the audited periodAND 240.24B-2.

Records and Audit. Arcadia, its Affiliates and sublicensees (if any) Yahoo! shall keep adequate accurate records and accounts in sufficient detail to enable accordance with standard business practices in the royalties due to Xxxxxx hereunder to be determinedon-line industry and generally accepted accounting principles. Said Such records shall include, but are not limited to, the information required to produce the reports specified in Section 5.4. Yahoo! agrees that Digital, through its then current independent certified public accounting firm, shall, until the expiration of one (1 ) year after final payment under this Agreement, on 90 days advance notice , have access to and the right to examine at Yahoo!'s principal place of business during regular working hours any books, documents, papers, records or accounts of Yahoo! relating to the VAL and to the determination and calculation of number of Results Pages viewed, the load factor, Full Capacity, Full Inventory (and components thereof) and Sold Advertising and may make copies or extracts therefrom. Digital agrees to maintain all information obtained during such examinations in confidence and to cause its duly authorized representatives to do so as well. Audits shall be maintained during at the expense of Digital, unless an underpayment exceeding five percent (5%) of the amount paid for the period covered by the inspection is established in the course of any such inspection, whereupon all costs relating to such audit, together with the amount of such underpayment, shall be paid by Yahoo!. If a period deficiency is shown by such audit, Yahoo! shall immediately pay that deficiency plus interest thereon under Section 5.7. Non-payment of three any deficiency for more than thirty (330) years following days after the termination date on which Yahoo! receives notice of such deficiency shall constitute a material breach of this Agreement. Upon fifteen (15) days written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, the […*…X] = 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. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%) of payments properly due hereunder with respect to the audited period.TREATMENT REQUESTED

Records and Audit. Arcadia, Licensee shall keep and require its Affiliates and sublicensees to keep complete and accurate records of all sales of Licensed Products under the Agreement herein. Licensor shall have the right, at Licensor's expense (if any) shall keep adequate except as provided below), through a certified public accountant or like person reasonably acceptable to Licensee, to examine such relevant records in sufficient detail to enable the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period of three (3) years following the termination of this Agreement. Upon fifteen (15) days written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours during the life of this Agreement and for two years after its termination to verify the calculation of any royalty payment reflected in such report; provided, however that such examination shall not take place more often than twice a manner as year for each audit subject and shall not to interfere with Arcadia’s normal business activitiescover such records for more than the preceding two (2) years. If Licensor does not agree that any such accounting correctly states Licensee's Net Sales or the applicable royalty payment, it shall not later than thirty (30) days after the delivery of such accounting give notice to Licensee of any exceptions thereto. If Licensee and Licensor reconcile their differences, the accounting shall be adjusted accordingly and shall thereupon become final and binding upon the parties hereto. If Licensee and Licensor are unable to reconcile their differences in writing within twenty (20) days after written notice of exceptions is received by Licensee, the items in dispute shall be submitted to an accounting firm selected by Licensor from among the six largest accounting firms in the United States in terms of gross revenues (the "Arbitrator"), provided that such firm shall not be performing accounting services for Licensor or Licensee, for final determination and the accounting shall be deemed adjusted in accordance with the determination of the Arbitrator and shall become final and binding upon all of the parties hereto. The Arbitrator shall be instructed to act within thirty (30) days to resolve all items in dispute. In the event that any such examination should disclose any underreporting by Arcadiashall reveal an underpayment of royalties to Licensor, Arcadia Licensee shall immediately pay Xxxxxx to Licensor the amount of the underpayment and interest at the prevailing prime rate during such amount, along with interest calculated pursuant to the terms period (as set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense New York edition of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in Wall Street Journal). If the event that the audit establishes underpayment in excess of ten is seven and one-half percent (107.5%) of payments properly due hereunder or more with respect to the audited periodperiod or periods under examination, the fees and expenses of such examination (including Licensor's initial audit) will be paid by Licensee. In the event that any such examination shall reveal an overpayment, Licensor shall credit from any royalties owed to the Licensor the amount of such overpayment and interest.

Records and Audit. Arcadia, its Affiliates and sublicensees (if any) The Vendor shall keep maintain adequate records in sufficient detail to enable establish compliance with this Contract until the royalties due later of a period of four years after termination of this Contract or until full, final and unappealable resolution of all Compliance Check or litigation issues that arise under this Contract. Such records shall include identification of the procuring Customer, documentation of the Customer’s ordering date, Customer Purchase Order number, order date of product or service, ship date or service delivery date, full invoice address, unit price, extended price, Vendor invoice number, record of procuring Customer payment and/or balance due, the calculations supporting each administrative fee owed DIR under this Contract, Historically Underutilized Businesses Subcontracting reports, and such other documentation as DIR may request. Vendor shall grant access to Xxxxxx hereunder all paper and electronic records, books, documents, accounting procedures, practices and any other items relevant to the performance of this Contract to DIR, the compliance checks designated by DIR, including compliance checks of the State Auditor’ Office and of the United States, and such other persons or entities designated by DIR for the purposes of inspecting, Compliance Checking and/or copying such books and records. Copies and printouts requested by DIR shall be determinedprovided by Vendor without charge. Said DIR shall provide Vendor ten (10) business days’ notice prior to inspecting, Compliance Checking, and/or copying Vendor’s records. Vendor’s records, whether paper or electronic, shall be made available during regular office hours. Vendor personnel familiar with the Vendor’s books and records shall be maintained available to DIR staff and designees as needed. Vendor shall provide adequate office space to DIR staff during for the performance of Compliance Check. If any inspection or Compliance Check performed hereunder reveals an aggregate overcharge to a period Customer of three 5% or greater, or an aggregate underpayment to DIR of its administrative fee of 5% or greater, then the cost of such Compliance Check or inspection, including, but not limited to, the salary and associated overhead of DIR staff performing the Compliance Check or inspection, shall be reimbursed to DIR within thirty (3) years following the termination of this Agreement. Upon fifteen (1530) days written noticefrom receipt of an invoice from DIR reflecting the cost of the Compliance Check or inspection. For procuring State Agencies whose payments are processed by the Texas Comptroller of Public Accounts, said records may the volume of payments made to Vendor through the Texas Comptroller of Public Accounts and the administrative fee based thereon shall be inspected, and employees associated with performance presumed correct unless Vendor can demonstrate to DIR’s satisfaction that Vendor’s calculation of DIR’s administrative fee is correct. Vendor understands that acceptance of funds under this Agreement may be interviewedContract acts as acceptance of the authority of the State Auditor’s Office, by or any successor agency, to conduct an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned audit or obtained investigation in connection with such audit; provided, however, those funds. Vendor further agrees to cooperate fully with 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx State Auditor’s Office or its successor in the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense conduct of the auditoraudit or investigation, provided, however, Arcadia shall including providing all records requested. Vendor will ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through Vendor and the requirement to cooperate is included in any subcontract it awards pertaining to this Contract. Vendor will reimburse Xxxxxx the State of Texas for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%) of payments properly due hereunder costs associated with respect to the audited periodenforcing this provision.

Records and Audit. Arcadia, Cxxx and its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail to enable the royalties due to Xxxxxx hereunder or cause to be determined. Said records shall be maintained during kept for a period of three (3) years following the termination of such records as are required to determine, in a manner consistent with this Agreement. Upon fifteen , amounts due for any calendar year to Cardica pursuant to this Article V. At the request (15and expense) days written of Cardica, Cxxx and its Affiliates shall permit an independent certified public accountant appointed by Cardica and reasonably acceptable to Cxxx, at reasonable times and upon reasonable notice, said to examine only those records as may be inspectednecessary to determine, and employees associated with performance respect to any calendar year ending not more than three (3) years prior to Cardica’s request, the correctness or completeness of any report or payment made under this Agreement Article V. The foregoing right of review may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, exercised only once per year and retained at Xxxxxx’x expenseonly once with respect to each such periodic report and payment. Such Results of any such examination shall be conducted no (a) limited to information relating to the Product, (b) made available to both parties and (c) subject to Article IX. Cardica shall bear the full cost of the performance of any such audit, unless such audit discloses a variance to the detriment of Cardica of more than once annually upon request by Xxxxxxfive percent (5%) from the amount of the original report, during regular business hours and in royalty or payment calculation. In such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadiacase, Arcadia Cxxx shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to bear the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve full cost of the confidentiality performance of all information learned or obtained in connection with such audit; provided, however, the . […*…] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES COMMISSION. WITH RESPECT TO ATTACHMENT A, SIX PAGES OF INFORMATION HAVE BEEN OMITTED AND EXCHANGE COMMISSION PURSUANT FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%) of payments properly due hereunder with respect to the audited periodOMITTED PORTIONS.

Records and Audit. ArcadiaUntil the ***** anniversary of the date any book or record is created or such longer period required by Applicable Law (the “Record Retention Period”), its Affiliates Protiva shall maintain and sublicensees (if any) shall keep adequate retain complete and accurate books of account and records in sufficient detail covering all transactions relating to enable the royalties payment of amounts that may be due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period of three (3) years following the termination under Article VI of this Supply Agreement. Upon fifteen the reasonable advance notice of Dicerna (15) days written noticeof at least ***** days), said Protiva shall make such books and records may be inspected, available for inspection and employees associated with performance under this Agreement may be interviewed, audit by an accountant selected by Xxxxxx, approved by Arcadia, Dicerna’s authorized representative (which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no a national certified public accounting firm designated by Dicerna), subject to reasonable precautions to protect the confidential information of Protiva. Dicerna may not audit Protiva’s books and records more than once annually upon request by Xxxxxx, in any *****-month period. All audits must be conducted during regular normal business hours of Protiva and conducted in a manner so as to minimize the impact on the normal operations of Protiva. The accounting firming conducting any such audit must provide the report of its findings of any audit to both Parties, may only identify in such a manner as report whether the amount of Batch Prices and Fees paid was correct and the actual amount of the Batch Prices and Fees payable and may not disclose any other Confidential Information of Protiva. The auditor’s report and all other information disclosed to interfere with Arcadia’s normal business activitiesthe auditor or generated by the auditor in such audit will be the Confidential Information of Protiva. Dicerna shall pay the cost of such audits unless it discovers that Protiva has overcharged for Batch Prices or Fees during any year in the Record Retention Period by an amount of ***** percent ***** or more, in which case the costs of such audit shall be borne by Protiva. If such examination should disclose any underreporting by Arcadiaan audit reveals an underpayment or overpayment, Arcadia the Party responsible for making payment shall immediately promptly pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in other Party the amount of the underpayment or overpayment discovered unpaid under this Section 4. Xxxxxx shall require such accountant 6.5, subject to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%) of payments properly due hereunder with respect to the audited periodSection 6.3(b).

Records and Audit. Arcadia, its Affiliates Buyer shall maintain complete and sublicensees (if any) accurate records relating to the net revenues received by Buyer for the Software Technology and Hardware Technology. Such records shall keep adequate records in include information sufficient detail to enable determine the royalties due to Xxxxxx hereunder Seller. Buyer agrees to be determinedallow Seller’s certified public accountants to audit Buyer’s records pertaining to the Software Technology and Hardware Technology and verify the accuracy of the royalties due to Seller. Said records Any such audit shall be maintained during for a period of three permitted by Buyer within twenty (3) years following the termination of this Agreement. Upon fifteen (1520) days of Buyer’s receipt of Seller’s written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expenserequest to audit. Such examination audit shall be conducted no more than once annually upon request by Xxxxxx, during regular normal business hours at a time mutually agreed upon by Buyer and in such Seller. Buyer’s accounting information shall be kept confidential by the auditors, and Buyer may require that Seller’s accountants enter into a manner as written confidentiality agreement reasonably acceptable to Buyer. Such audits will not exceed one (1) per twelve (12) month period. In the event that Buyer does not agree with the results of the audit performed by Seller’s certified public accountant, then Seller and Buyer will mutually choose an independent third party certified public accountant who will audit Buyer’s records relating to interfere with Arcadia’s normal business activitiesthe net revenues received by Buyer. The determination of that third party certified public accountant shall be conclusive and binding upon the Seller and the Buyer. If such examination should disclose any underreporting it is determined that there was no underpayment by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant the Buyer of the Royalty for the period subject to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx Seller shall bear the entire expense of its certified public accountant and, if applicable, the auditor, provided, however, Arcadia shall reimburse Xxxxxx Buyer’s certified public accountant and the third party certified public accountant. If it is determined that there was an underpayment of the Royalty for all reasonable the period subject to the audit expenses in the event but that the audit establishes underpayment in excess of ten was equal to or less than five percent (105%) of payments properly due hereunder with respect the total Royalty which should have been paid for such period, then each party shall be responsible for the cost of its own certified public accountant and the cost of the third party certified public accountant shall be borne in equal shares by the Seller and the Buyer. If it is determined that there was an underpayment of the Royalty for the period subject to the audited audit and if such underpayment was more than five percent (5%) of the total Royalty which should have been paid for such period, then the Buyer shall be responsible for the cost of its certified public accountant, the Seller’s certified public accountant, and, if applicable, the third party certified public accountant.

Records and Audit. ArcadiaThe MUNICIPALITY and any of its subcontractors providing any services required to be performed by the MUNICIPALITY under this Agreement, its Affiliates and sublicensees (if any) shall keep maintain adequate records and accounts, including but not limited to property, personnel and financial records, and supporting documentation to assure a proper accounting for all COUNTY funds received under this Agreement as outlined in sufficient detail the U.S. Department of Treasury Memorandum for Coronavirus Relief Fund Recipients dated July 2, 2020, or as maybe amended. MUNICIPALITY shall provide any documentation requested by COUNTY to enable supplement any required reporting. The COUNTY and its authorized agents shall have the royalties due right, and the MUNICIPALITY and its subcontractors, as applicable, will permit the COUNTY and its authorized agents, to Xxxxxx hereunder examine all such records, accounts and documentation and to make copies thereof, and excerpts or transcriptions therefrom, and to audit all contracts, invoices, materials, accounts and records relating to all matters covered by this Agreement, including but not limited to personnel and employment records for the Audit Period. All such records, accounts and documentation shall be made available to the COUNTY and its authorized agents for audit, examination or copying purposes at any time during normal business hours and as often as the COUNTY may deem necessary during the Audit Period. The COUNTY’S right to examine, copy and audit shall pertain likewise to any audits made by any other agency, whether local, state or federal. The MUNICIPALITY shall ensure that any subcontractor providing any services under this Agreement shall recognize the COUNTY’S right to examine, inspect and audit its records, accounts and documentation in connection with its provision of services required to be determinedprovided by the MUNICIPALITY under this Agreement. Said records If an audit is begun by the COUNTY or other agency whether local, state or federal, during the Audit Period, but is not completed by the end of the Audit Period, the Audit Period shall be maintained during extended until audit findings are issued. If an audit shows that all or any portion of the funds disbursed were not spent in accordance with the conditions of and in strict compliance with the Agreement, the MUNICIPALITY will be held liable for a period reimbursement to the COUNTY of three all funds not spent in accordance with these applicable regulations and Agreement within thirty (330) years following days after the COUNTY has notified the MUNICIPALITY of such non-compliance. This Article 5 shall survive the expiration or earlier termination of this Agreement. Upon fifteen (15) days written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%) of payments properly due hereunder with respect to the audited period.

Records and Audit. Arcadia, its Affiliates and sublicensees (if any) CTI shall keep adequate and maintain accurate and complete records showing the expenses incurred by it in sufficient detail to enable performing its activities under the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained Development Plan during for a period of the three (3) years following the termination of this Agreementpreceding Calendar Years, which books and records shall be in sufficient detail such that CTI Development Costs can accurately be determined. Upon fifteen (15) days ** prior written noticenotice from Xxxxxx, said on an audit date as mutually agreed by the Parties, CTI shall permit an independent certified public accounting firm of nationally recognized standing, selected by Xxxxxx and reasonably acceptable to CTI, to examine, at Xxxxxx’x sole expense, the relevant ** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. **** Indicates that the amount of information omitted was a page or more in length, and such information has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions books and records of CTI and its Affiliates as may be inspected, and employees associated reasonably necessary to verify the reports submitted by CTI in accordance with performance Section 9.4.4. An examination by Xxxxxx under this Agreement may Section 9.4.6 shall occur not more than once in any Calendar Year and shall be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval limited to the pertinent books and records for any Calendar Year ending not more than two (2) years before the date of the request. The accounting firm shall not be unreasonably withheld, provided access to such books and retained records at Xxxxxx’x expense. Such CTI’s facility(ies) where such books and records are normally kept and such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with ArcadiaCTI’s normal business activitieshours. CTI may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to CTI’s facilities or records. Upon completion of the audit, the accounting firm shall provide both CTI and Xxxxxx a written report disclosing whether the reports submitted by CTI are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Xxxxxx. If such examination should disclose any underreporting by Arcadiathe accounting firm concludes that CTI overstated the CTI Development Costs and Xxxxxx overpaid CTI for its portion of the CTI Development Costs as a result, Arcadia CTI shall immediately promptly pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and of such overpayment plus interest, which shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by be calculated at the auditaverage of the **. ** Xxxxxx shall bear not reveal to such accounting firm the expense conditions under which the audit expenses are to be reimbursed hereunder. If the accounting firm concludes that CTI understated the Development costs incurred by Xxxxxx and Xxxxxx underpaid CTI for its portion of the auditorCTI Development Costs as a result, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%) of payments properly due hereunder with respect to the audited period**.

Records and Audit. ArcadiaABBOXX xxxll keep and maintain records of sales made pursuant to this Agreement. On a monthly basis, its Affiliates ABBOXX xxxll provide SONUS with records of sales of Units by list numbers which will include information by Major Country and sublicensees (if any) shall keep adequate records Area consistent with ABBOXX'x xxxer products of a similar nature in sufficient detail the normal course of business. On a quarterly basis, ABBOXX xxxll provide SONUS with reports reconciling sales of Products with discounts and other deductions to enable the royalties due to Xxxxxx hereunder to be determinedsupport Net Sales figures. Said Such records shall be maintained during kept for a period of three four (34) years following after the termination of sales period to which such records relate. During this Agreementperiod, such records shall be open to inspection upon reasonable written notice by SONUS to ABBOXX. Upon fifteen (15) days written notice, said records may Xxch inspection shall be inspected, and employees associated with performance under this Agreement may be interviewed, performed by an accountant independent certified public accountant, recognized nationally in the United States, selected by Xxxxxx, SONUS and approved by ArcadiaABBOXX, which xxich approval shall not be unreasonably withheld. All expenses of such inspection shall be borne by SONUS. However, if an inspection reveals that payments to SONUS have been understated by five percent (5%) or more, and retained if such understatement is greater than $25,000, ABBOXX xxxll pay the cost of inspection, the understated amount and interest, running from the date on which the payment was originally due at Xxxxxx’x expensethe United States prime rate of interest then prevailing as published in the Wall Street Journal (Midwest Edition) on the understated amount. Such Any independent certified public accountant engaged by SONUS shall sign a confidentiality agreement prior to any audit and shall then have the right to examine the records kept pursuant to this Agreement and report findings (but not the underlying data) of the examination to SONUS as is necessary to evidence that records were or were not maintained and used in accordance with this Agreement. A copy of any report provided to SONUS by the independent certified public accountant shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not given concurrently to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%) of payments properly due hereunder with respect to the audited periodABBOXX.

Records and Audit. ArcadiaDuring the term of this Agreement, its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail to enable the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period of three (3) years following after the termination conclusion of this Agreementthe applicable calendar year, the Purchaser shall keep complete and accurate records of Net Sales in sufficient detail to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. Upon fifteen The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to the Purchaser to audit and/or inspect records of the Purchaser solely to the extent required to verify: (15A) days written notice, said records may be inspected, the completeness and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, accuracy of the Royalty Statements; (B) the calculation of Net Sales and retained at Xxxxxx’x expense(C) the amount of Royalty payments for the Product for the previous year. Such examination inspection shall be conducted during the Purchaser’s normal business hours, no more than once annually in any twelve (12) month period and upon request at least thirty (30) days prior written notice by Xxxxxx, during regular business hours and in such a manner as not the Company to interfere with Arcadia’s normal business activitiesthe Purchaser. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx firm establishes that such amount, along with interest calculated pursuant to payments were underpaid for the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, howeverpreceding year, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant Purchaser shall report have the right to Xxxxxx engage a recognized independent auditing firm to verify the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by findings of the audit. Xxxxxx If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the expense full cost of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable firm it engages unless such audit expenses in the event that the audit establishes discloses an underpayment in excess of ten by more than five percent (105%) of payments properly the amount due hereunder with respect for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the audited period.full cost of the firm it engages to verify the audit findings. *CONFIDENTIAL TREATMENT REQUESTED

Records and Audit. Arcadia, its Affiliates Licensee shall: (i) keep accurate books of account and sublicensees records (if anyincluding but not limited to utilization of consecutively numbered invoices which reconcile to each Statement and Licensee’s general ledger) shall keep adequate records in sufficient detail covering all transactions relating to enable or arising out of the royalties due to Xxxxxx hereunder to be determined. Said License and this Agreement (which books and records shall be maintained during for a period separately from Licensee’s documentation relating to other items manufactured or sold by Licensee); and (ii) permit Licensor or its nominees, employees, agents or representatives to have full access to such books and records in order to inspect such books and records at all reasonable hours of three the day and upon prior written notice to Licensee, to conduct an examination of and to copy (3) years following the termination of this Agreement. Upon fifteen (15) days written noticeat Licensor’s expense), said records may be inspected, all such books and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such auditrecords; provided, however, that Licensor will keep, and require its nominees, employees, agents and representatives to keep, such information confidential subject to all applicable governmental laws, rules and regulations and except to 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDEDextent that such information may be shared with Licensor’s auditors and lawyers and may be used in connection with any lawsuit or other cause of action arising out of this Agreement. accountant Licensee shall report to Xxxxxx maintain in good order and condition all such books and records for a period of two (2) years after the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense expiration or termination of the auditorLicense and this Agreement or, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that of a dispute between the audit establishes underpayment parties hereto, until such dispute is resolved, whichever date is later, and such books and records shall be kept at the address stated in excess Paragraph S.20. of the Schedule, except as such address may be changed from time to time in accordance with Paragraph 9.b. hereof. Receipt or acceptance by Licensor of any Statement furnished pursuant hereto or any sums paid by Licensee hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and if one or more inconsistencies or mistakes are discovered by Licensor in such Statement, it or they shall be rectified in an amended Statement received by Licensor no later than ten percent (10%) days after the date of payments properly due hereunder with respect to the audited periodreceipt by Licensee of notice of that which should be rectified.

Records and Audit. Arcadia(a) [***CONFIDENTIAL TREATMENT REQUESTED, its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail to enable the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period of three (3) years following the termination of this Agreement. Upon fifteen (15) days written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, the […*…] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF COMMISSION.***] 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 CIMA hereunder. Such books of account shall be kept at [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx AND EXCHANGE COMMISSION.***] principal place of business or the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense principal place of business of the auditorappropriate Affiliate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] 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 2 years after its termination, to the inspection by a firm of certified public accountants selected by CIMA and reasonably acceptable to [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***], for the limited purpose of verifying [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] royalty statements; provided, however, Arcadia that such examination shall reimburse Xxxxxx for all reasonable not take place more often than once each Year and shall not cover more than the preceding 3 Years, with no right to audit expenses any period previously audited. Except as otherwise provided in this Section, the cost of any such examination shall be paid by CIMA. In the event that the audit establishes underpayment any such inspection reveals a deficiency in excess of ten percent (10%) [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of payments properly due hereunder the reported royalty for the period covered by the inspection, [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] shall promptly pay CIMA the deficiency, plus interest at the rate of EXHIBIT 10.25 [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] per annum, and shall reimburse CIMA for the fees and expenses paid to such accountants in connection with their inspection. In the event that any such inspection reveals a deficiency that is less than [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of the reported royalty for the period covered by the inspection, [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] shall promptly pay CIMA the deficiency, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] per annum. The parties agree that neither party shall be required to retain books and records with respect to the audited periodabove other than books and records relating to the current Year and the immediately preceding 3 Years.

Records and Audit. ArcadiaPurchaser shall maintain, and shall cause its Affiliates and sublicensees (if any) shall keep adequate Licensees to maintain, complete and accurate records in sufficient detail to enable of its and their Product development, approval, and sales activities that may be necessary for the royalties purposes of calculating all payments due to Xxxxxx hereunder to be determinedunder this Section 1.9. Said records shall be maintained during So long as any payments are accruing under this Section 1.9, and for a period of three (3) years following the termination of this Agreement. Upon fifteen (15) days written noticethereafter, said records may be inspectedPurchaser shall permit, and employees associated with performance under this Agreement may be interviewedshall cause its Affiliates to permit, by Shareholders’ Agent or an independent certified public accountant selected by XxxxxxShareholders’ Agent and reasonably acceptable to Purchaser (and which has entered into a non-disclosure agreement reasonably satisfactory to Purchaser) to inspect and audit such records of Purchaser and its Affiliates from time to time, approved by Arcadiaupon at least thirty (30) days’ prior notice, which approval for purposes of verifying the accuracy of reports and payments made under this this Section 1.9. Upon written request of Shareholders’ Agent, Purchaser shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant (i) subject to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditoragreement pursuant to which any Licensee obtained rights to any Product, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable exercise its corresponding audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%) of payments properly due hereunder rights thereunder with respect to the audited periodabove-referenced records and provide a copy of the results thereof to Shareholders’ Agent or (ii) share the results of any audit of any Licensee with respect to any Net Sales of Products that is undertaken by Purchaser independently of a request for such an audit by Shareholders’ Agent. Purchaser shall ensure that all Licensees have agreed in writing to audit provisions materially similar to those set forth herein. Shareholders’ Agent will bear the cost of any audit referenced in this Section 1.9(f) (other than those of any Licensee that are undertaken by Purchaser independently of any request therefor by Shareholders’ Agent) unless such audit discloses a deficiency in Purchaser’s payments of greater than 10% for the period subject to such audit, in which case Purchaser shall bear the reasonable cost of such audit. Notwithstanding anything to the contrary, Shareholders’ Agent shall only be entitled to request one audit of Purchaser and its Affiliates, and one audit of each Licensee, per year.

Records and Audit. ArcadiaPurchaser shall keep, and shall contractually require that its Affiliates and sublicensees its Commercial Licensees keep, books and records prepared in accordance with their respective standard accounting procedures and in accordance with GAAP, in each case consistently applied, for the purpose of determining and validating (if anyi) shall keep adequate records in sufficient detail to enable the royalties amount of Royalty Payments due to Xxxxxx hereunder to Holding hereunder, including, without limitation, the calculation of Net Sales in each country where Patented Products are sold, and (ii) whether or not the Milestone Event has occurred. Such books and records will be determined. Said records shall be kept at the principal place of business of Purchaser (or its Affiliates or its licenses, as applicable) and maintained during for a period of three (3) years no less than [***] following the termination end of this Agreementthe Calendar Year to which they pertain. Upon fifteen At the request of Sellers, Purchaser and its Affiliates and its Commercial Licensees shall permit an independent certified public accountant appointed by Sellers and reasonably acceptable to Purchaser (15) days written or its Affiliates or Commercial Licensees, as applicable), at reasonable times and upon reasonable notice, said to examine those records as may be inspectednecessary to determine, and employees associated with performance under this Agreement respect to any Calendar Year ending not more than [***] prior to Sellers’ request, the correctness or completeness of any report or payment pursuant to Sections 1.02 or 1.03. The foregoing right of review may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, exercised only [***] per Calendar Year and retained at Xxxxxx’x expenseonly once with respect to each such periodic report and payment. Such Results of any such examination shall be conducted no more than once annually upon request by Xxxxxx(A) limited to information relating to Patented Products, during regular business hours (B) made available to both Purchaser and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant Sellers and (C) subject to the terms confidentiality provisions set forth below. Prior to commencing any examination, the independent certified public accountant shall have agreed in this Section 4. Xxxxxx shall require such accountant writing to undertake to preserve the confidentiality of maintain all information learned or obtained in connection with confidence, except as necessary to disclose to Purchaser and Sellers the results of such audit; providedexamination, however, 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed have executed all customary release letters reasonably requested by the auditPurchaser’s independent auditors. Xxxxxx Sellers shall bear the expense full cost of the auditorperformance of any such audit, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable unless such audit expenses in discloses a variance to the event that the audit establishes underpayment in excess detriment of ten Sellers of more than [***] percent (10[***]%) from the amount of payments properly the original report or Royalty Payment calculation. In such case, Purchaser shall bear the full cost of the performance of such audit. Any underpayments of Royalty Payments or the Milestone Payment shall be paid by Purchaser within [***] of notification of the results of such audit, together with interest at a rate of [***] percent ([***]%) [***] period since the payment due hereunder with respect date. Any overpayments of Royalty Payments or Milestone Payment shall be fully creditable by Purchaser against any amounts subsequently payable by Purchaser pursuant to this Agreement or, if no such amounts become payable within [***] after notification of such results, shall be refunded by Sellers to Purchaser or its designee. Purchaser shall contractually require that its Affiliates and their respective Commercial Licensees submit to the audited periodexercise of Sellers’ right of audit hereunder.