Common use of Full and Accurate Records Clause in Contracts

Full and Accurate Records. University may from time to time and at any reasonable time, not exceeding once every [***], through independent auditors reasonably acceptable to Company, as University may designate, inspect and copy the books and records of Company in order to verify the payments due hereunder, the accuracy of any reported Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested Evelo Biosciences, Inc. FINAL statement by Company, or of any other obligation under this Agreement. Company and its Affiliates will keep, and will cause Sublicensees to keep, continuous, full and accurate books and records in sufficient detail so that Company’s compliance with its obligations under this Agreement can be properly determined without undue delay or difficulty. Company will use commercially reasonable efforts to obtain the right for University to inspect and audit the records of Company’s Licensed Entities on the same terms applicable to Company’s books and records. Company agrees to include usual and customary audit provisions in its Sublicenses, and agrees to share with University the results of any audit it conducts that are relevant to the Licensed Products. If University makes a reasonable determination that an audit of a Licensed Entity may be appropriate, University will notify Company and the Parties will discuss in good faith the best course of action. University reserves the right to require Company to audit a Licensed Entity. The books and records of Company and Licensed Entities will be maintained for at least [***] after the activity or Royalty reporting period(s) to which they relate. Books and records will include but not be limited to: accounting general ledgers; invoice/sales registers; original invoice and shipping documents; federal and state business tax returns;company financial statements; sales analysis reports; inventory and/or manufacturing records; sublicense and distributor agreements; price lists, product catalogs and other marketing materials, in each case, solely as they relate to Licensed Products. Company will, and will cause all other Licensed Entities to, comply with this Section 5.A. University shall provide to Company a full copy of any audit report that concludes that Company has underpaid any amount to University, to allow Company to respond to any such report. Any audit inspection will be made at the expense of University, unless such examination discloses a discrepancy of [***] or more in the amount of payments due University in any audit period. In such case Company will be responsible for reimbursing University for the examination fee and expenses charged by the auditor along with the underpayment. Any underpayment will bear interest as described in Section 3.G. Company will pay past due payments for any error, including any payment deficiency for periods prior to the period under inspection, within [***] of written notice thereof. University and the auditor will maintain in confidence such inspection and the resulting report. The auditor shall, prior to any audit, enter into a confidentiality agreement with Company and, if the audit involves any Licensed Entity that is not the Company, with the relevant Licensed Entity, and may from time to time consult University and any of its employees or third party counsel on questions as they relate to this Agreement; provided, the auditor may not disclose to University or its representatives any financial or proprietary information except as required to conduct the inspection, to report and substantiate the results, as otherwise permitted by this Agreement, or if the information is already publicly known. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested Evelo Biosciences, Inc. FINAL

Full and Accurate Records. University UNIVERSITY may from time to time and at any reasonable time, not exceeding once every [***]twelve (12) months, through independent auditors reasonably acceptable to Company, individuals as University UNIVERSITY may designate, inspect and copy the books and records of Company RAINDANCE and its Affiliates in order to verify the payments due hereunder, the accuracy of any reported Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested Evelo Biosciences, Inc. FINAL statement by CompanyRAINDANCE of sums paid or payable, or of any other material obligation under this Agreement. Company and its Affiliates will RAINDANCE shall keep, and will shall cause its Affiliates and Sublicensees to keep, continuous, full and accurate books and records in sufficient detail so that CompanyRAINDANCE’s compliance with its obligations under this Agreement can be properly determined without undue delay or difficulty. Company will use commercially reasonable efforts to obtain the right for University to inspect and audit the records of Company’s Licensed Entities on the same terms applicable to Company’s books and records. Company agrees to include usual and customary audit provisions in its Sublicenses, and agrees to share with University the results of any audit it conducts that are relevant to the Licensed Products. If University makes a reasonable determination that an audit of a Licensed Entity may be appropriate, University will notify Company and the Parties will discuss in good faith the best course of action. University reserves the right to require Company to audit a Licensed Entity. The Such books and records of Company and Licensed Entities will shall be maintained for at least [***] five (5) years after the activity or Royalty reporting period(s) to which they relate. Books and records will shall include but not CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. be limited to: accounting general ledgers; invoice/sales registers; original invoice and shipping documents; federal and state business tax returns;company returns; company financial statements; sales analysis reports; inventory and/or and or manufacturing records; sublicense and distributor agreements; price lists, product catalogs and other marketing materials, in each case, solely as they relate to Licensed Products; and laboratory notebooks. Company will, and will cause all other Licensed Entities to, comply with this Section 5.A. University shall provide to Company a full copy After completion of any audit report that concludes that Company has underpaid such examination, UNIVERSITY shall promptly notify RAINDANCE in writing of any amount proposed modification to University, to allow Company to respond to any such reportRAINDANCE’s statement of sums due and payable. Any audit inspection will Such examination shall be made at the expense of UniversityUNIVERSITY, unless such examination discloses a discrepancy of [****] or more in the amount of Royalties and other payments due University in any audit periodUNIVERSITY. In such case Company will RAINDANCE shall be responsible for reimbursing University UNIVERSITY for the examination fee and expenses charged by the auditor along with the underpaymentauditor. Any underpayment as determined by the auditor will bear interest as described in Section 3.G. Company will at [****] per month from the date the royalty payment was due. RAINDANCE agrees to pay past due payments royalties for any errorroyalty deficiency error as determined by the auditor, including any payment royalty deficiency for periods prior to the period under inspection, within [***] of written notice thereofaudit. University UNIVERSITY and the auditor will shall maintain in confidence such inspection and the resulting report. The auditor shall, prior to any audit, enter into a confidentiality agreement with Company and, if the audit involves any Licensed Entity that is not the Company, with the relevant Licensed Entity, and may from time to time consult University the UNIVERSITY and any of its employees or third party counsel on questions as they relate to this the Agreement; provided, the . The auditor may not disclose to University or its representatives any financial or proprietary information except as required to conduct the inspectionaudit, to report and substantiate the resultsresults of the audit, or as otherwise permitted by this Agreement, Agreement or if the information is already publicly knownexists in the public domain. Confidential Portions No other confidentiality agreement shall be required to conduct the audit of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment the RAINDANCE’s books and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested Evelo Biosciences, Inc. FINALrecords.

Full and Accurate Records. University UNIVERSITY may from time to time and at any reasonable time, not exceeding once every [***]twelve (12) months, through independent auditors reasonably acceptable to Company, individuals as University UNIVERSITY may designate, inspect and copy the books and records of Company LICENSEE and its Affiliates in order to verify the payments due hereunder, the accuracy of any reported Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested Evelo Biosciences, Inc. FINAL statement by CompanyLICENSEE of sums paid or payable, or of any other material obligation under this Agreement. Company and its Affiliates will LICENSEE shall keep, and will shall cause its Affiliates and Sublicensees to keep, continuous, full and accurate books and records in sufficient detail so that Company’s LICENSEE's compliance with its obligations under this Agreement can be properly determined without undue delay or difficulty. Company will use commercially reasonable efforts to obtain the right for University to inspect and audit the records of Company’s Licensed Entities on the same terms applicable to Company’s books and records. Company agrees to include usual and customary audit provisions in its Sublicenses, and agrees to share with University the results of any audit it conducts that are relevant to the Licensed Products. If University makes a reasonable determination that an audit of a Licensed Entity may be appropriate, University will notify Company and the Parties will discuss in good faith the best course of action. University reserves the right to require Company to audit a Licensed Entity. The Such books and records of Company and Licensed Entities will shall be maintained for at least [***] five (5) years after the activity or Royalty reporting period(s) to which they relate. Books and records will shall include but not be limited to: accounting general ledgers; invoice/sales registers; original invoice and shipping documents; federal and state business tax returns;company returns; LICENSEE financial statements; sales analysis reports; inventory and/or and or manufacturing records; sublicense and distributor agreements; price lists, product catalogs and other marketing materials, in each case, solely . All such information shall be treated as they relate confidential pursuant to Licensed ProductsSection 8. Company will, and will cause all other Licensed Entities to, comply with this Section 5.A. University shall provide to Company a full copy After completion of any audit report that concludes that Company has underpaid such examination, UNIVERSITY shall notify LICENSEE in writing of any amount proposed modification to University, to allow Company to respond to any such reportLICENSEE's statement of sums due and payable. Any audit inspection will Such examination shall be made at the expense of UniversityUNIVERSITY, unless such examination discloses a discrepancy of [***] five percent (5%) or more in the amount of Royalties and other payments due University in any audit periodUNIVERSITY. In such case Company will LICENSEE shall be responsible for reimbursing University UNIVERSITY for the examination fee and expenses charged by the auditor along with the underpaymentauditor. Any underpayment as determined by the auditor will bear interest as described in Section 3.G. Company will at five percent (5%) per month from the date the royalty payment was due. LICENSEE agrees to pay past due payments royalties for any royalty deficiency error, including any payment royalty deficiency for periods prior to the period under inspection, within [***] of written notice thereofaudit. University and the auditor will maintain in confidence such inspection and the resulting report. The auditor shall, prior to any audit, enter into a No other confidentiality agreement with Company and, if the audit involves any Licensed Entity that is not the Company, with the relevant Licensed Entity, and may from time to time consult University and any of its employees or third party counsel on questions as they relate to this Agreement; provided, the auditor may not disclose to University or its representatives any financial or proprietary information except as shall be required to conduct the inspection, to report audit of the LICENSEE's books and substantiate the results, as otherwise permitted by this Agreement, or if the information is already publicly known. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested Evelo Biosciences, Inc. FINALrecords.

Full and Accurate Records. University may from time to time and at any reasonable time, not exceeding once every [***]twelve (12) months, through independent auditors reasonably acceptable such properly qualified individuals to Company, whom Company has no reasonable objection (“Auditor”) as University may designate, inspect and copy the books and records of Company or any other Licensed Entity in order to verify the payments due hereunder, the accuracy of any reported Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested Evelo Biosciences, Inc. FINAL statement by CompanyCompany of sums paid or payable, or of any other material obligation under this Agreement. Company and its Affiliates will keep, and will cause Sublicensees its Affiliates and all other Licensed Entities to keep, continuous, full and accurate books and records relating to the rights and obligations under this Agreement, of Licensed Products made, used or sold, of Licensed Services used and any amounts payable to University in relation to this Agreement (“Agreement Records”) in sufficient detail to confirm the accuracy of any reports delivered to University so that Company’s compliance with its payment obligations under this Agreement can be properly determined without undue delay or difficulty. Company will use commercially reasonable efforts to obtain the right for University to inspect and audit the records of Company’s Licensed Entities on the same terms applicable to Company’s books and records. Company agrees to include usual and customary audit provisions in its Sublicenses, and agrees to share with University the results of any audit it conducts that are relevant to the Licensed Products. If University makes a reasonable determination that an audit of a Licensed Entity may be appropriate, University will notify Company and the Parties will discuss in good faith the best course of action. University reserves the right to require Company to audit a Licensed Entity. The Such books and records of Company and Licensed Entities will be maintained for at least [***] five (5) years after the activity or Royalty reporting period(s) to which they relate. Books and records will include be limited to Agreement Records, including but not be limited to: accounting general ledgers; invoice/sales registers; original invoice and shipping documents; federal and state business tax returns;company company financial statements; sales analysis reports; inventory and/or manufacturing records; sublicense and distributor agreements; price lists, ; product catalogs and other marketing materials, in each case, solely as they relate materials to Licensed Products. the extent necessary to verify the accuracy of Company’s reports to University under Section 3.E and this Section 5.A. Company willshall, and will shall cause all other Licensed Entities to, comply with this Section 5.A. University shall provide to Company a full A copy of any audit report provided by the Auditor shall be provided to Company at the time that concludes that Company has underpaid any amount it is provided to University. Such inspection rights may be exercised only for those Agreement Records relating to the Net Sales of Licensed Products, to allow Company to respond to any such report. Any audit inspection will Licensed Services and Net Sublicensing Revenues not previously inspected upon a mutually acceptable date and upon not less than thirty (30) days advance written notice, and shall be made at conducted during the expense normal business hours of University, unless such examination discloses a discrepancy of [***] or more in the amount of payments due University in any audit periodCompany. In the event that any inspection performed under this Section reveals an underpayment in excess of five percent (5%) for any calendar year, Company shall bear the reasonable out of pocket cost of such case inspection and shall remit to University within thirty (30) days of receiving notice thereof any additional sum that would have been payable to University had Company will be responsible reported correctly, plus interest due for reimbursing University for the examination fee and expenses charged by the auditor along with the underpayment. Any underpayment will bear interest late payment as described specified in Section 3.G. 3.J. or University will promptly refund to Company will pay past due payments for any error, including any payment deficiency for periods prior to the period under inspection, within [***] of written notice thereofover payment. University and the auditor will Auditor shall use the information gathered in the inspection solely for the purpose of verifying payments due to University and shall maintain in confidence such inspection and the resulting report. The auditor shall, prior to any audit, enter into a confidentiality agreement with Company and, if the audit involves any Licensed Entity that is not the Company, with the relevant Licensed Entity, and Auditor may from time to time consult University University, limited to Dx. Xxxxx Xxxxxx, University’s Pxxxxx Center for Entrepreneurship and any of its employees Innovation’s (“Pxxxxx Center”) financial officers and administration and the Pxxxxx Center’s project management team or third internal or third-party counsel on questions as they relate to this Agreement; provided, the auditor inspection. The Auditor may not disclose to University or its representatives any financial or proprietary information except as required to conduct the inspection, for such consultation and to report and substantiate the results, as otherwise permitted by this Agreement, results of the audit or if the information is already publicly knownexists in the public domain. Confidential Portions No other confidentiality agreement will be required to conduct the audit of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment Company’s books and have been filed separately with the Securities and Exchange Commissionrecords. Confidential Treatment Requested Evelo Biosciences, Inc. FINAL