Common use of Records; Audit Rights Clause in Contracts

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

Records; Audit Rights. Xxxxxx and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment complete and accurate records of gross sales and Net Sales by Xxxxxx and its Affiliates and Sublicensees of each Product, Development Costs incurred with respect to Co-Developed Products in sufficient detail to allow Royalty Payments, Operating Income Payments and Sublicense Income Payments to be determined accuratelyconfirmation of same by Enanta. Enanta shall have the right for a period of [*****] years after receiving any such payment Development Cost is reconciled in accordance with Section 5.2 to inspect or audit, or to appoint appoint, at its expense expense, an independent certified public accountant reasonably acceptable to Xxxxxx to inspect or audit audit, the relevant records of Xxxxxx and its Affiliates and Sublicensees to verify that the amount of such payment Development Costs was correctly determined. Xxxxxx and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Royalty Payments and Sublicense Income Payments Development Costs hereunder were correctly accounted for or determined. ; provided that Enanta shall not exercise such inspection have the right to inspect or audit right any Calendar Year more than [*****]] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month period. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxx. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an underpayment error in the amount of Development Costs reported by XxxxxxXxxxxx hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx shall promptly (but in any event no later than [*****] days after Xxxxxx’x receipt of the independent accountant’s report so concluding) make payment to Enanta of any shortfall, together with the interest payment as provided in Section 6.5.5. In over-reported amount and (b) if the event that there amount of Development Costs was an overpayment by Xxxxxxunderreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) refund make payment to Xxxxxx of the excess underreported amount. Enanta shall bear the full cost of such audit unless such audit discloses an underreporting over-reporting by Xxxxxx of more than [*****] of the aggregate amount of Royalty Payment or Sublicense Income Payments payable Development Costs reportable in any Calendar Year, in which case Xxxxxx shall reimburse Enanta for all costs incurred by Enanta in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx MERCK and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment payment of royalties hereunder complete and accurate records of gross sales and Net Sales by Xxxxxx MERCK and its Affiliates and Sublicensees of each Royalty-Bearing Product, in sufficient detail to allow Royalty Payments, Operating Income Payments and Sublicense Income Payments royalties to be determined accurately. Enanta ARCHEMIX shall have the right for a period of [*****] years after receiving any such royalty payment to inspect or audit, or to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx MERCK to inspect or audit the relevant records of Xxxxxx MERCK and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Xxxxxx MERCK and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable [***] days written notice from EnantaARCHEMIX, solely to verify that Royalty Payments and Sublicense Income Payments royalty payments hereunder were correctly accounted for or determined. Enanta Such audit right shall not exercise such inspection or audit right be exercised by ARCHEMIX more than [***] in any [***] or more than [***] with respect to sales of a particular Product in a [***]. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxMERCK. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an underpayment by XxxxxxMERCK hereunder, Xxxxxx MERCK shall promptly (but in any event no later than [*****] days after Xxxxxx’x MERCK’s receipt of the independent accountant’s report so concluding) make payment to Enanta ARCHEMIX of any shortfall, together with the interest payment as provided in Section 6.5.5. In the event that there was an overpayment by Xxxxxx, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) refund to Xxxxxx the excess amount. Enanta ARCHEMIX shall bear the full cost of such audit unless such audit discloses an underreporting by Xxxxxx MERCK of more than [***] percent ([**] *]%) of the aggregate amount of Royalty Payment or Sublicense Income Payments royalties payable in any Calendar Year, in which case Xxxxxx MERCK shall reimburse Enanta ARCHEMIX for all costs incurred by Enanta ARCHEMIX in connection with such inspection or audit. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Records; Audit Rights. Xxxxxx TAKEDA and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment payment of royalties hereunder complete and accurate records of gross sales and Net Sales by Xxxxxx TAKEDA and its Affiliates and Sublicensees of each Product, in sufficient detail to allow Royalty Payments, Operating Income Payments and Sublicense Income Payments royalties to be determined accurately. Enanta ARCHEMIX shall have the right for a period of [*****] years after receiving any such royalty payment to inspect or audit, or to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx TAKEDA to inspect or audit the relevant records of Xxxxxx TAKEDA and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Xxxxxx TAKEDA and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable [***] days written notice from EnantaARCHEMIX, solely to verify that Royalty Payments and Sublicense Income Payments royalty payments hereunder were correctly accounted for or determined. Enanta Such audit right shall not exercise such inspection or audit right [*****]be exercised by ARCHEMIX more than once in any Fiscal Year. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxTAKEDA. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an underpayment by XxxxxxTAKEDA hereunder, Xxxxxx TAKEDA shall promptly (but in any event no later than [*****] days after Xxxxxx’x TAKEDA’s receipt of the independent accountant’s report so concluding) make payment to Enanta ARCHEMIX of any shortfall, together with the interest payment as provided in Section 6.5.5. In the event that there was an overpayment by Xxxxxx, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) refund to Xxxxxx the excess amount. Enanta ARCHEMIX shall bear the full cost of such audit unless such audit discloses an underreporting by Xxxxxx TAKEDA of more than [***] percent ([**] *]%) of the aggregate amount of Royalty Payment or Sublicense Income Payments royalties payable in any Calendar Fiscal Year, in which case Xxxxxx TAKEDA shall reimburse Enanta ARCHEMIX for all costs incurred by Enanta ARCHEMIX in connection with such inspection or audit. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Records; Audit Rights. Xxxxxx and its Affiliates and Sublicensees Each Party shall keep and maintain for [*****] years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment complete and accurate records of gross sales and Net Sales by Xxxxxx and its Affiliates and Sublicensees of each Product, Co-Development Costs incurred with respect to Co-Developed Development Candidates/Co-Developed Products in sufficient detail to allow Royalty Payments, Operating Income Payments confirmation of same by the JDC and Sublicense Income Payments to be determined accuratelythe other Party. Enanta Each Party shall have the right for a period of [*****] years after receiving any such payment to inspect or audit, or Co-Development Cost is reconciled in accordance with Section 4.10.6 to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx the other Party to inspect or audit the relevant records of Xxxxxx the other Party and its Affiliates and Sublicensees to verify that the amount of such payment Co-Development Costs was correctly determined. Xxxxxx The Audited Party and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enantathe Auditing Party, solely to verify that Royalty Payments and Sublicense Income Payments Co-Development Costs hereunder were correctly accounted for or determined. Enanta Such audit right shall not exercise such inspection or audit right [*****]be exercised by the Auditing Party more than once in any Calendar Year and no period may be audited more than once. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxxthe Audited Party. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an underpayment error in the amount of Co-Development Costs reported by Xxxxxxthe Audited Party hereunder, Xxxxxx (i) if the amount of Co-Development Costs was over reported, the Audited Party shall promptly (but in any event no later than [*****] days after Xxxxxx’x the Audited Party’s receipt of the independent accountant’s report so concluding) make payment to Enanta the Auditing Party of any shortfall, together such amount as to ensure the appropriate sharing of such Co-Development Costs in accordance with the interest payment as provided in Section 6.5.5. In ARCHEMIX Co-Development Sharing Percentage and the event that there MERCK Co-Development Sharing Percentage and (ii) if the amount of Co-Development Costs was an overpayment by Xxxxxxunderreported, Enanta the Auditing Party shall promptly (but in any event no later than [*****] days after Enantathe Auditing Party’s receipt of the independent accountant’s report so concluding) refund make payment to Xxxxxx the excess amountAudited Party of such amount as to ensure the appropriate sharing of such Co-Development Costs in accordance with the ARCHEMIX Co-Development Sharing Percentage and the MERCK Co-Development Sharing Percentage. Enanta The Auditing Party shall bear the full cost of such audit unless such audit discloses an underreporting over reporting by Xxxxxx the Audited Party of more than [***] percent ([**] *]%) of the aggregate amount of Royalty Payment or Sublicense Income Payments payable Co-Development Costs reportable in any Calendar Year, in which case Xxxxxx the Audited Party shall reimburse Enanta the Auditing Party for all costs incurred by Enanta the Auditing Party in connection with such inspection or audit.

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

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

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

Records; Audit Rights. Xxxxxx and its Affiliates and Sublicensees With respect to each Research Program, Nimble shall keep and maintain for [*****] years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment complete and accurate records of gross sales and Net Sales all Research Costs incurred by Xxxxxx and its Affiliates and Sublicensees of each Product, in sufficient detail to allow Royalty Payments, Operating Income Payments and Sublicense Income Payments to be determined accurately. Enanta shall have the right it under such Research Program for a period of [***] after the termination of the Research Term for such Research Program. Rayze shall have the right during such [***] years after receiving any such payment to inspect or audit, or period to appoint at its expense an independent nationally recognized certified public accountant firm reasonably acceptable to Xxxxxx Nimble and subject to inspect or obligations of confidentiality to Nimble to audit the relevant records of Xxxxxx and its Affiliates and Sublicensees Nimble to verify that the amount of such payment was Research Costs incurred have been correctly determined. Xxxxxx and its Affiliates and Sublicensees Nimble shall each make its records available for inspection or audit by such the independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Royalty Payments and Sublicense Income Payments were correctly accounted for or determined. Enanta shall not exercise such inspection or audit right [***] written notice from Rayze. Such audit right shall not be exercised by Rayze more than once in any [**]. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxx*] period during each Research Term and [***] thereafter. The independent certified public accountant will only disclose the results (any sums either over/under paid) of each inspection or audit, if any, shall be binding on both Partiessuch audit to Rayze and no other details. In the event there was an error in the amount of such Research Costs reported by Xxxxxx hereunder, (a) if the effect of the error resulted in an underpayment by XxxxxxXxxxx to Nimble, Xxxxxx then Rayze shall promptly (but in any event no later than [*****] days after Xxxxxx’x promptly, on receipt of the independent accountant’s report so concluding) an invoice, make payment to Enanta Nimble of any shortfall, together with the interest payment as provided underpayment amount and (b) if the effect of the error resulted in Section 6.5.5. In the event that there was an overpayment by XxxxxxXxxxx to Nimble, Enanta then Nimble shall promptly (but in any event no later than [*****] days after Enanta’s on receipt of an invoice make payment to Xxxxx of the independent accountant’s report so concluding) refund to Xxxxxx the excess overpayment amount. Enanta Rayze shall bear the full cost of such audit unless such audit discloses an underreporting overpayment by Xxxxxx Xxxxx to Nimble of more than at least [***] percent ([**] *]%) of the aggregate amount of Royalty Payment or Sublicense Income Payments payable the Research Costs in any Calendar YearYear subject to such audit, in which case Xxxxxx shall reimburse Enanta Rayze for all the costs incurred by Enanta in connection with of such inspection or audit.

Records; Audit Rights. Xxxxxx AMBION and its Affiliates and Sublicensees shall keep and maintain for [*****] three (3) years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment payment of royalties hereunder complete and accurate records of their respective gross sales and Net Sales by Xxxxxx AMBION and its Affiliates and Sublicensees of each Product, in sufficient detail to allow Royalty Payments, Operating Income Payments and Sublicense Income Payments royalties to be determined accurately. Enanta ROSETTA shall have the right for a period of [*****] three (3) years after receiving any such payment to inspect or audit, or to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx AMBION to inspect or audit the he relevant records of Xxxxxx AMBION and its Affiliates and Sublicensees solely to verify that the amount of such payment was correctly determined. Xxxxxx and AMBION, its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from EnantaROSETTA, solely to verify that Royalty Payments and Sublicense Income Payments royalty payments hereunder were correctly accounted announced for or determined. Enanta shall not exercise such Such inspection or audit right [*****]shall not be exercised by ROSETTA more than once in any Calendar Year or more than once with respect to sales of a particular Collaboration product or Collaboration Service in a particular period, whichever is less frequent. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxAMBION and, at AMBION’s request, the accountant shall enter into a confidentiality agreement with both Parties substantially similar to Section 4.1 limiting the disclosure and use of such information. The results result of each inspection or audit, if any, shall be binding on both Parties. In the event there was an underpayment by XxxxxxAMBION hereunder, Xxxxxx AMBION shall promptly (but in any event no later than [*****] thirty (30) days after Xxxxxx’x AMBION’s receipt of the independent accountant’s report so concluding) make payment to Enanta ROSETTA of any shortfall, together with the interest payment as provided in Section 6.5.5. In the event that there was an overpayment by XxxxxxAMBION’s hereunder, Enanta ROSETTA shall promptly (but in any event no later than [*****] thirty (30) days after EnantaROSETTA’s receipt of the independent accountant’s report so concluding) refund to Xxxxxx AMBION the excess amount. Enanta ROSETTA shall bear the full cost of such audit unless such audit discloses an underreporting by Xxxxxx AMBION of more than [***] percent ([**] *]%) of the aggregate amount of Royalty Payment or Sublicense Income Payments royalties payable in any Calendar Year, in which case Xxxxxx AMBION shall reimburse Enanta ROSETTA for all costs incurred by Enanta ROSETTA in connection with such inspection or audit. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Records; Audit Rights. Xxxxxx “[***]” shall, and shall cause its Affiliates and permitted Sublicensees shall to, keep and maintain for [*****] three (3) years from the date of each payment under Section 4.5.1(a) (Royalty Payment, Operating Income Payment and Sublicense Income Payment Rate) complete and accurate records of gross sales and Net Sales of each Collaboration Product by Xxxxxx and “[***]”, its Affiliates and Sublicensees of each Productits permitted Sublicensees, in sufficient detail to allow the payments owing under Section 4.5.1(a) (Royalty Payments, Operating Income Payments and Sublicense Income Payments Rate) to be determined accurately. Enanta Intec Pharma shall have the right for a period of [*****] three (3) years after receiving any such payment to inspect or auditappoint, or to appoint at its expense expense, an independent certified public accountant reasonably acceptable to Xxxxxx “[***]”, to inspect or audit the relevant records of Xxxxxx and “[***]”, its Affiliates and its permitted Sublicensees in order to verify that the amount of such payment was correctly determined. Xxxxxx and “[***]”, its Affiliates and its permitted Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Royalty Payments and Sublicense Income Payments were correctly accounted for or determinedIntec Pharma. Enanta Such audit right shall not exercise such inspection or audit right [*****]be exercised by Intec Pharma more than once in any Calendar Year. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxx“[***]”. The results of each inspection or audit, if any, shall be binding on both Parties. In the event If such independent certified public accountant correctly concludes that there was an underpayment by Xxxxxx“[***]” hereunder, Xxxxxx “[***]” shall promptly (but in any event no later than [*****] forty-five (45) days after Xxxxxx’x Intec Pharma’s receipt of the independent accountant’s report so concluding) make payment to Enanta Intec Pharma of any shortfall, together with the interest payment as provided in Section 6.5.5. In the event that there was an overpayment by Xxxxxx, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) refund to Xxxxxx the excess amount. Enanta Intec Pharma shall bear the full cost of such audit unless such audit discloses an underreporting by Xxxxxx of more than “[*****] ]” or its Affiliates or permitted Sublicensees of five percent (5%) of the aggregate amount of Royalty Payment or Sublicense Income Payments royalties payable in any Calendar Year, in which case Xxxxxx “[***]” shall reimburse Enanta Intec Pharma for all costs incurred by Enanta Intec Pharma in connection with such inspection or audit. NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION (“COMMISSION”). SUCH PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION AND ARE MARKED WITH A “[***]” IN PLACE OF THE REDACTED LANGUAGE.

Records; Audit Rights. Xxxxxx Biotest and its Affiliates and Sublicensees shall keep and maintain for [***] ([**] *]) years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment payment of royalties hereunder complete and accurate records of their respective Commercialization Expenses, as well as all gross sales and Net Sales by Xxxxxx Biotest and its Affiliates and Sublicensees of each Licensed Product, in sufficient detail to allow Royalty Payments, Operating royalties to be determined accurately and ImmunoGen and its Affiliates and Sublicensees shall keep and maintain for [***] ([***]) years from the date of each payment of Net Income Payments complete and Sublicense accurate records of its Commercialization Expenses, as well as all gross sales and Net Sales of each Co-Developed Product in sufficient detail to allow Net Income Payments to be determined accurately. Enanta Each Party shall have the right for a period of [***] ([**] *]) years after receiving any such payment to inspect or audit, or to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx the other Party to inspect or audit the relevant records of Xxxxxx and such Party, its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Xxxxxx and The Audited Party, its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enantathe Auditing Party, solely to verify that Royalty Payments Commercialization Expenses, royalty and Sublicense Net Income Payments payments hereunder were correctly accounted for or determined. Enanta shall not exercise such Such inspection or audit right [*****]shall not be exercised by the Auditing Party more than once in any Calendar Year or more than once with respect to sales of a particular Licensed Product in a particular period. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxxthe Audited Party. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an underpayment by Xxxxxxthe Audited Party hereunder, Xxxxxx the Audited Party shall promptly (but in any event no later than [***] ([**] *]) days after Xxxxxx’x the Audited Party’s receipt of the independent accountant’s report so concluding) make payment to Enanta the Auditing Party of any shortfall, together with the interest payment as provided in Section 6.5.5. In the event that there was an overpayment by Xxxxxxthe Audited Party hereunder, Enanta the Auditing Party shall promptly (but in any event no later than [***] ([**] *]) days after Enantathe Auditing Party’s receipt of the independent accountant’s report so concluding) refund to Xxxxxx the Audited Party the excess amount. Enanta The Auditing Party shall bear the full cost of such audit unless such audit discloses an underreporting by Xxxxxx the Audited Party of more than [***] percent ([**] *]%) of the aggregate amount of Royalty Payment royalties or Sublicense Net Income Payments payable payable, or Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. Commercialization Expenses allocable, in any Calendar Year, in which case Xxxxxx the Audited Party shall reimburse Enanta the Auditing Party for all costs incurred by Enanta the Auditing Party in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx and its Affiliates and Sublicensees Each Party shall keep and maintain for [***] ([**] *]) years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment complete and accurate records of gross sales and Net Sales by Xxxxxx and its Affiliates and Sublicensees of each Product, Co-Development Costs incurred with respect to Licensed Products in sufficient detail to allow Royalty Payments, Operating Income Payments and Sublicense Income Payments to be determined accuratelyconfirmation of same by the JFC. Enanta Each Party shall have the right for a period of [***] ([**] *]) years after receiving any such payment to inspect or audit, or Development Cost is reconciled in accordance with Section 5.2.1 to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx the other Party to inspect or audit the relevant records of Xxxxxx the other Party and its Affiliates and Sublicensees to verify that the amount of such payment Co-Development Costs was correctly determined. Xxxxxx The Audited Party and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enantathe Auditing Party, solely to verify that Royalty Payments and Sublicense Income Payments Co-Development Costs hereunder were correctly accounted for or determined. Enanta shall not exercise such Such inspection or audit right [*****]shall not be exercised by the Auditing Party more than once in any Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. Calendar Year. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxxthe Audited Party. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an underpayment error in the amount of Co-Development Costs reported by Xxxxxxthe Audited Party hereunder, Xxxxxx (a) if the amount of Co-Development Costs was over-reported, the Audited Party shall promptly (but in any event no later than [***] ([**] *]) days after Xxxxxx’x the Audited Party's receipt of the independent accountant’s 's report so concluding) make payment to Enanta the Auditing Party of any shortfall, together a percentage of the over-reported amount consistent with the interest payment as provided in Section 6.5.5. In equal sharing of Development Costs and (b) if the event that there amount of Co-Development Costs was an overpayment by Xxxxxxunderreported, Enanta the Auditing Party shall promptly (but in any event no later than [***] ([**] *]) days after Enanta’s the Auditing Party's receipt of the independent accountant’s 's report so concluding) refund make payment to Xxxxxx the excess amountAudited Party of a percentage of the underreported amount consistent with the equal sharing of Development Costs. Enanta The Auditing Party shall bear the full cost of such audit unless such audit discloses an underreporting over reporting by Xxxxxx the Audited Party of more than [***] [***] ([***]) of the aggregate amount of Royalty Payment or Sublicense Income Payments payable Co-Development Costs reportable in any Calendar Year, in which case Xxxxxx the Audited Party shall reimburse Enanta the Auditing Party for all costs incurred by Enanta the Auditing Party in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx and its Affiliates and Sublicensees Each Party shall keep and maintain for [*****] three (3) years from records of Development Costs and Commercialization Costs incurred with respect to the date of each Royalty PaymentProduct, and, in ELAN’s case, Operating Income Payment and (Loss), Sublicense Income Payment complete and accurate records of gross sales Income, and Net Sales by Xxxxxx and its Affiliates and Sublicensees or Opt Out Net Sales of each Product, the Product in sufficient detail to allow Royalty Paymentsenable tracking of such Development Costs, Commercialization Costs, Operating Income Payments (Loss), Net Sales or Opt Out Net Sales and Sublicense Income Payments and to be determined accuratelyallow confirmation of same by the other Party. Enanta Each Party shall have the right for a period of [*****] years three (3) Calendar Years after receiving any such payment to inspect Development Costs and Commercialization Costs, Sublicense Income, Net Sales, Opt Out Net Sales or audit, or Operating Income (Loss) are incurred to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx the other Party to inspect or audit the relevant records of Xxxxxx the other Party and its Affiliates and Sublicensees to verify that the amount amounts of such payment was Development Costs and Commercialization Costs, Operating Income (Loss), Sublicense Income, Opt Out Net Sales or Net Sales were correctly determined. Xxxxxx The audited Party and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enantathe auditing Party, solely to verify that Royalty Payments such Development Costs and Commercialization Costs, Operating Income (Loss), Sublicense Income Payments Income, Net Sales, or Opt Out Net Sales were correctly accounted for or determined. Enanta Such audit right shall not exercise such inspection or audit right [*****]be exercised by the auditing Party more than once in any Calendar Year and no period may be audited more than once. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxxthe audited Party. The results of each inspection or audit, if any, shall be reported in writing to both Parties promptly (but in no event later than thirty (30) days) after the audit and shall be binding on both Parties. In the event there was an underpayment error in the amount of Development Costs, Commercialization Costs, or Operating Income (Loss) reported by Xxxxxxthe audited Party hereunder, Xxxxxx (a) if the amount of such costs or payments was over reported, the audited Party shall promptly (but in any event no later than [*****] thirty (30) days after Xxxxxx’x the audited Party’s receipt of the independent accountant’s report so concluding) make payment to Enanta the auditing Party of any shortfallthe amount required to achieve the appropriate sharing of such costs and (b) if the amount of CONFIDENTIAL such costs, together with or income or loss was under reported, the interest payment as provided in Section 6.5.5. In the event that there was an overpayment by Xxxxxx, Enanta auditing Party shall promptly (but in any event no later than [*****] thirty (30) days after Enantathe auditing Party’s receipt of the independent accountant’s report so concluding) refund make payment to Xxxxxx the excess amountaudited Party of the amount required to achieve the appropriate sharing of such costs or income or loss. Enanta The auditing Party shall bear the full cost of such audit unless such audit discloses an underreporting under-payment by Xxxxxx the audited Party of more than [*****] seven and one half percent (7.5%) of the aggregate relevant amount of Royalty Payment Development Costs and Commercialization Costs, Operating Income (Loss), or Sublicense Income Payments payable royalties in any Calendar Year, in which case Xxxxxx the audited Party shall reimburse Enanta the auditing Party for all costs incurred by Enanta the auditing Party in connection with such inspection or audit. If the discrepancy is an under-payment of royalties to WARATAH, the amount of such underpayment shall be paid to WARATAH within ten (10) business days of receiving a copy of the audit report. If the discrepancy is an over-payment of royalties to WARATAH, the amount of such over-payment of royalties shall be paid to ELAN within ten (10) business days of receiving a copy of the audit report.

Records; Audit Rights. Xxxxxx and GSK, its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment payment of royalties hereunder complete and accurate records of gross sales and Net Sales by Xxxxxx and GSK, its Affiliates and Sublicensees of each Royalty-Bearing Product, in sufficient detail to allow Royalty Payments, Operating Income Payments and Sublicense Income Payments royalties to be determined accuratelyaccurately by an independent certified public accountant. Enanta SYNTA shall have the right for a period of [*****] years after receiving any such payment to inspect or audit, or to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx GSK to inspect or audit the relevant records of Xxxxxx GSK and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Xxxxxx and GSK, its Affiliates and Sublicensees shall each make its records available for inspection or audit by such the independent certified public accountant during regular business hours at such place or places where such records are customarily keptkept (for clarity these records may be kept at local business sites and not centrally in one location), upon reasonable notice from Enanta, solely to verify that Royalty Payments and Sublicense Income Payments were correctly accounted for or determined. Enanta shall not exercise such inspection or audit right [***] days written notice from SYNTA. Such audit right shall not be exercised by SYNTA more than once in any Calendar Year or more than [**]*] with respect to sales of a particular Royalty-Bearing Product in a twelve (12) month period. The independent certified public accountant will only disclose the results (any sums either over/under paid) of such audit to SYNTA and no other details. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxx. The results of each inspection or audit, if any, shall be binding on both PartiesGSK. In the event there was an underpayment by XxxxxxGSK or overpayment to SYNTA hereunder, Xxxxxx then the relevant Party shall promptly (but in any event no later than [*****] days after Xxxxxx’x GSK’s receipt of the independent accountant’s report so concluding) make payment to Enanta the other Party of any shortfall, together with the interest payment as provided in Section 6.5.5amount due. In the event that there was an overpayment by Xxxxxx, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) refund to Xxxxxx the excess amount. Enanta SYNTA shall bear the full cost of such audit unless such audit discloses an underreporting by Xxxxxx GSK of more than at least [***] percent ([**] *]%) of the aggregate amount of Royalty Payment or Sublicense Income Payments royalties payable in any Calendar Year, in which case Xxxxxx GSK shall reimburse Enanta SYNTA for all costs incurred by Enanta SYNTA in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx ILDONG and its Affiliates Affiliates, Sublicensees and Sublicensees Distributors shall keep and maintain for [*****] three (3) years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment payment of royalties hereunder complete and accurate records of gross sales and Net Sales by Xxxxxx ILDONG and its Affiliates Affiliates, Sublicensees and Sublicensees Distributors of each Product, in sufficient detail to allow Royalty Payments, Operating Income Payments and Sublicense Income Payments royalties to be determined accuratelyaccurately determined. Enanta SUBLICENSOR shall have the right for a period of [*****] three (3) years after receiving any such royalty payment to inspect or audit, or to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx ILDONG to inspect or audit the relevant records of Xxxxxx ILDONG and its Affiliates Affiliates, Sublicensees and Sublicensees Distributors to verify that the amount of each such payment was correctly determined; provided, that, (a) if requested by ILDONG, SUBLICENSOR shall cause the independent certified public accountant to enter into a confidentiality agreement reasonably acceptable to ILDONG and (b) such independent certified public accountant may only disclose to SUBLICENSOR whether the royalties paid are correct and the details with respect to any discrepancies. Xxxxxx ILDONG and its Affiliates Affiliates, Sublicensees and Sublicensees Distributors shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Royalty Payments and Sublicense Income Payments were correctly accounted for or determinedSUBLICENSOR. Enanta Such audit right shall not exercise such inspection be exercised by SUBLICENSOR more than once in any Calendar Year or audit right [*****]more than once with respect to sales of a particular Product in a particular period. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxILDONG. The results of each inspection or audit, if any, shall be binding on both PartiesParties absent manifest error. In the event there was an underpayment of royalties by XxxxxxILDONG hereunder, Xxxxxx ILDONG shall promptly (but in any event no later than [*****] thirty (30) days after Xxxxxx’x ILDONG’s receipt of the independent accountant’s report so concluding) make payment to Enanta SUBLICENSOR of any shortfall, together with the interest payment as provided in Section 6.5.5. In the event that there was an overpayment by Xxxxxx, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) refund to Xxxxxx the excess amount. Enanta SUBLICENSOR shall bear the full cost of such audit unless such audit discloses an underreporting underpayment by Xxxxxx ILDONG of * percent (*%) or more than [*****] of the aggregate amount of Royalty Payment or Sublicense Income Payments royalties payable in any Calendar Year, in which case Xxxxxx ILDONG shall reimburse Enanta SUBLICENSOR for all costs incurred by Enanta SUBLICENSOR in connection with such inspection or audit. * Confidential material redacted and filed separately with the Commission.

Records; Audit Rights. Xxxxxx and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment complete and accurate records of gross sales and Net Sales by Xxxxxx and its Affiliates and Sublicensees of each Product, Development Costs incurred with respect to Co-Developed Products in sufficient detail to allow Royalty Payments, Operating Income Payments and Sublicense Income Payments to be determined accuratelyconfirmation of same by Enanta. Enanta shall have the right for a period of [*****] years after receiving any such payment Development Cost is reconciled in accordance with Section 5.2 to inspect or audit, or to appoint appoint, at its expense expense, an independent certified public accountant reasonably acceptable to Xxxxxx to inspect or audit audit, the relevant records of Xxxxxx and its Affiliates and Sublicensees to verify that the amount of such payment Development Costs was correctly determined. Xxxxxx and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Royalty Payments and Sublicense Income Payments Development Costs hereunder were correctly accounted for or determined. ; provided that Enanta shall not exercise such inspection have the right to inspect or audit right any Calendar Year [*****]. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxx. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an underpayment error in the amount of Development Costs reported by XxxxxxXxxxxx hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx shall promptly (but in any event no later than [*****] days after Xxxxxx’x receipt of the independent accountant’s report so concluding) make payment to Enanta of any shortfall, together with the interest payment as provided in Section 6.5.5. In over-reported amount and (b) if the event that there amount of Development Costs was an overpayment by Xxxxxxunderreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) refund make payment to Xxxxxx of the excess underreported amount. Enanta shall bear the full cost of such audit unless such audit discloses - 30 - Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. 3/21/2019 <![CDATA[Collaborative Development & License Agreement]]> xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1177648/000119312512454422/d401292dex101.htm 36/136 an underreporting over-reporting by Xxxxxx of more than [*****] of the aggregate amount of Royalty Payment or Sublicense Income Payments payable Development Costs reportable in any Calendar Year, in which case Xxxxxx shall reimburse Enanta for all costs incurred by Enanta in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment complete and accurate records of gross sales and Net Sales by Xxxxxx and its Affiliates and Sublicensees of each Product, Development Costs incurred with respect to Co-Developed Products in sufficient detail to allow Royalty Payments, Operating Income Payments and Sublicense Income Payments to be determined accuratelyconfirmation of same by Enanta. Enanta shall have the right for a period of [*****] years after receiving any such payment Development Cost is reconciled in accordance with Section 5.2 to inspect or audit, or to appoint appoint, at its expense expense, an independent certified public accountant reasonably acceptable to Xxxxxx to inspect or audit audit, the relevant records of Xxxxxx and its Affiliates and Sublicensees to verify that the amount of such payment Development Costs was correctly determined. Xxxxxx and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Royalty Payments and Sublicense Income Payments Development Costs hereunder were correctly accounted for or determined. ; provided that Enanta shall not exercise such inspection have the right to inspect or audit right any Calendar Year [*****]. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxx. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an underpayment error in the amount of Development Costs reported by XxxxxxXxxxxx hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx shall promptly (but in any event no later than [*****] days after Xxxxxx’x receipt of the independent accountant’s report so concluding) make payment to Enanta of any shortfall, together with the interest payment as provided in Section 6.5.5. In over-reported amount and (b) if the event that there amount of Development Costs was an overpayment by Xxxxxxunderreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) refund make payment to Xxxxxx of the excess underreported amount. Enanta shall bear the full cost of such audit unless such audit discloses Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. an underreporting over-reporting by Xxxxxx of more than [*****] of the aggregate amount of Royalty Payment or Sublicense Income Payments payable Development Costs reportable in any Calendar Year, in which case Xxxxxx shall reimburse Enanta for all costs incurred by Enanta in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx MERCK and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment payment of royalties hereunder complete and accurate records of gross sales sale and Net Sales by Xxxxxx MERCK and its Affiliates and Sublicensees of each Royalty-Bearing Product, in sufficient detail to allow Royalty Payments, Operating Income Payments and Sublicense Income Payments royalties to be determined accurately. Enanta ARIAD shall have the right for a period of [*****] years after receiving any such payment to inspect or audit, or to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx MERCK to inspect or audit audit, the relevant records of Xxxxxx MERCK and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Xxxxxx MERCK and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Royalty Payments and Sublicense Income Payments were correctly accounted for or determinedARIAD. Enanta Such audit right shall not exercise such inspection be exercised by ARIAD more than once in any Calendar Year or audit right [*****]more than once with respect to sales of a particular Product in a particular period. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxMERCK. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an underpayment by XxxxxxMERCK hereunder, Xxxxxx shall promptly (but in any event no later than [*****] thirty (30) days after Xxxxxx’x MERCK’s receipt of the independent accountant’s report so concluding) make payment to Enanta the ARIAD of any shortfall, together with the interest payment as provided in Section 6.5.5. In the event that there was an overpayment by Xxxxxx, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) refund to Xxxxxx the excess amount. Enanta ARIAD shall bear the full cost of such audit unless such audit discloses an underreporting by Xxxxxx MERCK of more than the greater of [***] percent ([**] *]%) of the aggregate amount of Royalty Payment or Sublicense Income Payments royalties payable in any Calendar YearYear or $[***], in which case Xxxxxx MERCK shall reimburse Enanta ARIAD for all costs incurred by Enanta ARIAD in connection with such inspection or audit. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Records; Audit Rights. Xxxxxx and its Affiliates and Sublicensees Each Party shall keep and maintain for [*****] years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment complete and accurate records of gross sales and Net Sales by Xxxxxx and its Affiliates and Sublicensees of each Product, Development Costs incurred with respect to Co-Promoted Products in sufficient detail to allow Royalty Paymentsconfirmation of same by the JSC and the other Party, Operating Income Payments and Sublicense Income Payments including without limitation confirmation of the proper allocation of FTEs to be determined accuratelyDevelopment of Products. Enanta Each Party (the “Cost Auditing Party”) shall have the right for a period of [*****] years after receiving any such payment to inspect or audit, or Development Cost is reconciled in accordance with Section 3.12.2(a) to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx the other Party (the “Cost Audited Party”) to inspect or audit the relevant records of Xxxxxx the Cost Audited Party and its Affiliates and Sublicensees to verify that the amount of such payment Development Costs was correctly determined. Xxxxxx The Cost Audited Party and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Royalty Payments and Sublicense Income Payments were correctly accounted for or determinedthe Cost Auditing Party. Enanta Such audit right shall not exercise such inspection or audit right [*****]be exercised by the Cost Auditing Party more than once in any Calendar Year and the records of Development Costs for a given period may not be audited more than once. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxxthe Cost Audited Party. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an underpayment error in the amount of Development Costs reported by Xxxxxxthe Cost Audited Party hereunder, Xxxxxx (a) if the amount of Development Costs was over reported, the Cost Audited Party shall promptly (but in any event no later than [*****] thirty (30) days after Xxxxxx’x the Cost Audited Party’s receipt of the independent accountant’s report so concluding) make payment to Enanta the Cost Auditing Party of any shortfallthe over reported amount and (b) if the amount of Development Costs was underreported, together with the interest payment as provided in Section 6.5.5. In the event that there was an overpayment by Xxxxxx, Enanta Cost Auditing Party shall promptly (but in any event no later than [*****] thirty (30) days after Enantathe Cost Auditing Party’s receipt of the independent accountant’s report so concluding) refund make payment to Xxxxxx the excess Cost Audited Party of the underreported amount. Enanta The Cost Auditing Party shall bear the full cost of such audit unless such audit discloses an underreporting over reporting by Xxxxxx the Cost Audited Party of more than the greater of [*****] ]% of the aggregate amount of Royalty Payment or Sublicense Income Payments payable Development Costs reportable in any Calendar YearYear or $[***], in which case Xxxxxx the Cost Audited Party shall reimburse Enanta the Cost Auditing Party for all costs incurred by Enanta the Cost Auditing Party in connection with such inspection or audit. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Records; Audit Rights. Xxxxxx MERCK and its Affiliates and Sublicensees shall keep and maintain for [***] ([**] *]) years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment payment of royalties hereunder complete and accurate records of gross sales sale and Net Sales by Xxxxxx MERCK and its Affiliates and Sublicensees of each Product, in sufficient detail to allow Royalty Payments, Operating Income Payments and Sublicense Income Payments royalties to be determined accurately. Enanta ARIAD shall have the right for a period of [***] ([**] *]) years after receiving any such payment to inspect or audit, or to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx MERCK to inspect or audit audit, the relevant records of Xxxxxx MERCK and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Xxxxxx MERCK and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Royalty Payments and Sublicense Income Payments were correctly accounted for or determinedARIAD. Enanta Such audit right shall not exercise such inspection be exercised by ARIAD more than once in any Calendar Year or audit right [*****]more than once with respect to sales of a particular Product in a particular period. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxMERCK. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an underpayment by XxxxxxMERCK hereunder, Xxxxxx shall promptly (but in any event no later than [*****] thirty (30) days after Xxxxxx’x MERCK’s receipt of the independent accountant’s report so concluding) make payment to Enanta ARIAD of any shortfall, together with the interest payment as provided in Section 6.5.5. In the event that there was an overpayment by Xxxxxx, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) refund to Xxxxxx the excess amount. Enanta ARIAD shall bear the full cost of such audit unless such audit discloses an underreporting by Xxxxxx MERCK of more than the greater of [***] percent ([**] *]%) of the aggregate amount of Royalty Payment or Sublicense Income Payments royalties payable in any Calendar YearYear or $[***], in which case Xxxxxx MERCK shall reimburse Enanta ARIAD for all costs incurred by Enanta ARIAD in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx and its Affiliates and Sublicensees Each Party shall keep and maintain for [***] ([**] *]) years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment complete and accurate records of gross sales and Net Sales by Xxxxxx and its Affiliates and Sublicensees of each Product, Co-Development Costs incurred with respect to Licensed Products in sufficient detail to allow Royalty Payments, Operating Income Payments confirmation of same by the JFC. Each Party Portions of this Exhibit were omitted and Sublicense Income Payments have been filed separately with the Secretary of the Commission pursuant to be determined accuratelythe Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. Enanta shall have the right for a period of [***] ([**] *]) years after receiving any such payment to inspect or audit, or Development Cost is reconciled in accordance with Section 5.2.1 to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx the other Party to inspect or audit the relevant records of Xxxxxx the other Party and its Affiliates and Sublicensees to verify that the amount of such payment Co-Development Costs was correctly determined. Xxxxxx The Audited Party and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enantathe Auditing Party, solely to verify that Royalty Payments and Sublicense Income Payments Co-Development Costs hereunder were correctly accounted for or determined. Enanta shall not exercise such Such inspection or audit right [*****]shall not be exercised by the Auditing Party more than once in any Calendar Year. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxxthe Audited Party. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an underpayment error in the amount of Co-Development Costs reported by Xxxxxxthe Audited Party hereunder, Xxxxxx (a) if the amount of Co-Development Costs was over-reported, the Audited Party shall promptly (but in any event no later than [***] ([**] *]) days after Xxxxxx’x the Audited Party's receipt of the independent accountant’s 's report so concluding) make payment to Enanta the Auditing Party of any shortfall, together a percentage of the over-reported amount consistent with the interest payment as provided in Section 6.5.5. In equal sharing of Development Costs and (b) if the event that there amount of Co-Development Costs was an overpayment by Xxxxxxunderreported, Enanta the Auditing Party shall promptly (but in any event no later than [***] ([**] *]) days after Enanta’s the Auditing Party's receipt of the independent accountant’s 's report so concluding) refund make payment to Xxxxxx the excess amountAudited Party of a percentage of the underreported amount consistent with the equal sharing of Development Costs. Enanta The Auditing Party shall bear the full cost of such audit unless such audit discloses an underreporting over reporting by Xxxxxx the Audited Party of more than [***] [***] ([***]) of the aggregate amount of Royalty Payment or Sublicense Income Payments payable Co-Development Costs reportable in any Calendar Year, in which case Xxxxxx the Audited Party shall reimburse Enanta the Auditing Party for all costs incurred by Enanta the Auditing Party in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx DS and its Affiliates and Sublicensees shall keep and maintain for [* (*) years, or such other period of time as required by Applicable Laws if longer than * (****] years ) years, from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment payment of royalties hereunder complete and accurate records of gross sales and Net Sales by Xxxxxx DS and its Affiliates and Sublicensees of each Licensed Product, in sufficient detail to allow Royalty Payments, Operating Income Payments and Sublicense Income Payments royalties to be determined accurately. Enanta ARQULE shall have the right for a period of [* (*) years, or such other period of time as required by Applicable Laws if longer than * (****] years ) years, after receiving any such payment to inspect or audit, or to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx DS to inspect or audit the relevant records of Xxxxxx DS and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Xxxxxx DS and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Royalty Payments and Sublicense Income Payments were correctly accounted for or determinedARQULE. Enanta Such audit right shall not exercise such inspection be exercised by ARQULE more than once in any Calendar Year or audit right [*****]more than once with respect to sales of a particular Licensed Product in a particular period. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxDS. The results of each inspection or audit, if any, shall be binding on both PartiesParties absent manifest error. In the event there was an underpayment by XxxxxxDS hereunder, Xxxxxx DS shall promptly (but in any event no later than [* (*****] ) days after Xxxxxx’x DS’s receipt of the independent accountant’s report so concluding) make payment to Enanta ARQULE of any shortfall. Should the audit lead to the discovery of a discrepancy to DS’s detriment, together with then DS may credit the interest payment as provided in Section 6.5.5. In the event that there was an overpayment by Xxxxxx, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt amount of the independent accountant’s report so concluding) refund discrepancy without interest against any future payments due to Xxxxxx the excess amountARQULE under Section 4.3.1. Enanta ARQULE shall bear the full cost of such audit unless such audit discloses an underreporting by Xxxxxx DS of more than [* percent (*****] %) of the aggregate amount of Royalty Payment or Sublicense Income Payments royalties payable in any Calendar Year, in which case Xxxxxx DS shall reimburse Enanta ARQULE for all costs incurred by Enanta ARQULE in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment complete and accurate records of gross sales and Net Sales by Xxxxxx and its Affiliates and Sublicensees of each Product, in sufficient detail to allow Royalty Payments, Operating Income Payments and Sublicense Income Payments to be determined accurately. Enanta shall have the right for For a period of [***] ([**] *]) years after receiving following receipt by Biotest of any accounting described in this Section 5.1.5, ImmunoGen shall keep complete and accurate records pertaining to the Pivotal MAY Compound Process Development Costs and the Pivotal MAY Compound Process Development Percentage in sufficient detail to allow the accuracy of the payments hereunder to be confirmed. At each meeting of the JDC the Parties shall update the JDC as to such payment Pivotal MAY Compound Process Development Costs incurred through the date of such JDC meeting. ImmunoGen shall Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to inspect or audit, or the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. keep complete and accurate records of associated Pivotal MAY Compound Process Development Costs in sufficient detail to allow the accuracy of the payments hereunder to be confirmed. Biotest shall have the right to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx ImmunoGen to inspect or audit the relevant records of Xxxxxx ImmunoGen and its Affiliates and Sublicensees to verify that the amount of such payment Pivotal MAY Compound Process Development Costs was correctly determined. Xxxxxx ImmunoGen and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from EnantaBiotest, solely to verify that Royalty Payments and Sublicense Income Payments Pivotal MAY Compound Process Development Costs hereunder were correctly accounted for or determined. Enanta shall not exercise such Such inspection or audit right [*****]shall not be exercised by Biotest more than once in any Calendar Year. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxImmunoGen. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an underpayment error in the amount of Pivotal MAY Compound Process Development Costs reported by XxxxxxImmunoGen hereunder, Xxxxxx (a) if the amount of Pivotal MAY Compound Process Development Costs was over-reported, ImmunoGen shall promptly (but in any event no later than [***] ([**] *]) days after Xxxxxx’x the ImmunoGen's receipt of the independent accountant’s 's report so concluding) make payment to Enanta Biotest of any shortfallthe amount owed to Biotest, together with and (b) if the interest payment as provided in Section 6.5.5. In the event that there amount of Pivotal MAY Compound Process Development Costs was an overpayment by Xxxxxxunderreported, Enanta Biotest shall promptly (but in any event no later than [***] ([**] *]) days after Enanta’s Biotest's receipt of the independent accountant’s 's report so concluding) refund make payment to Xxxxxx ImmunoGen of the excess amountamount owed to ImmunoGen. Enanta Biotest shall bear the full cost of such audit unless such audit discloses an underreporting over reporting by Xxxxxx ImmunoGen of more than [***] [***] ([***]) of the aggregate amount of Royalty Payment or Sublicense Income Payments payable Pivotal MAY Compound Process Development Costs reportable in any Calendar Year, in which case Xxxxxx ImmunoGen shall reimburse Enanta Biotest for all costs incurred by Enanta Biotest in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx and its Affiliates and Sublicensees CARDIOME shall keep and maintain for [*****] two years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment complete and accurate records of gross sales and Net Sales Development Costs incurred by Xxxxxx and its Affiliates and Sublicensees of each Product, it in accordance with a Global Development Plan in sufficient detail to allow Royalty Paymentsconfirmation of same by the JSC and MERCK, Operating Income Payments and Sublicense Income Payments including confirmation of the proper allocation of FTEs to be determined accuratelyDevelopment of Products. Enanta MERCK shall have the right for a period of [*****] two (2) years after receiving any such payment receipt of the report referred to inspect or audit, or in Section 2.8.1 to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx CARDIOME to inspect or audit the relevant records of Xxxxxx CARDIOME and its Affiliates and Sublicensees to verify that the amount of such payment Development Costs was correctly determined. Xxxxxx CARDIOME and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days' written notice from Enanta, solely to verify that Royalty Payments and Sublicense Income Payments were correctly accounted for or determinedMERCK. Enanta Such audit right shall not exercise such inspection or audit right [*****]be exercised by MERCK more than once in any Calendar Year and the records of Development Costs for a given period may not be audited more than once. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxCARDIOME. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an underpayment error in the amount of Development Costs reported by XxxxxxCARDIOME hereunder, Xxxxxx (a) if the amount of Development Costs was overpaid, CARDIOME shall promptly (but in any event no later than [*****] thirty (30) days after Xxxxxx’x CARDIOME’s receipt of the independent accountant’s report so concluding) make payment to Enanta MERCK of any shortfallthe overpaid amount and (b) if the amount of Development Costs was underpaid, together with the interest payment as provided in Section 6.5.5. In the event that there was an overpayment by Xxxxxx, Enanta MERCK shall promptly (but in any event no later than [*****] thirty (30) days after EnantaMERCK’s receipt of the independent accountant’s report so concluding) refund make payment to Xxxxxx CARDIOME of the excess underpaid amount. Enanta MERCK shall bear the full cost of such audit unless such audit discloses an underreporting over reporting by Xxxxxx CARDIOME of more than [*****Redacted - amount] of the aggregate amount of Royalty Payment or Sublicense Income Payments payable Development Costs reportable in any Calendar Year, in which case Xxxxxx CARDIOME shall reimburse Enanta MERCK for all costs incurred by Enanta MERCK in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx Tyligand and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment payment of royalties hereunder complete and accurate records of gross sales and Net Sales by Xxxxxx Tyligand and its Affiliates and Sublicensees Related Parties of each Product, in sufficient detail to allow Royalty Payments, Operating Income Payments and Sublicense Income Payments royalties to be determined accuratelyaccurately determined. Enanta Context shall have the right for a period of [*****] years after receiving any such royalty payment to inspect or audit, or to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx Tyligand to inspect or audit the relevant records of Xxxxxx Tyligand and its Affiliates and Sublicensees to verify that the amount of each such payment was correctly determined; provided, that, (i) if requested by Tyligand, Context shall cause the independent certified public accountant to enter into a confidentiality agreement reasonably acceptable to Tyligand and (ii) such independent certified public accountant may only disclose to Context whether the royalties are correct and the details with respect to any discrepancies. Xxxxxx Tyligand and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Royalty Payments and Sublicense Income Payments were correctly accounted for or determined. Enanta shall not exercise such inspection or audit right [*****]] days written notice from Context. Such audit right shall not be exercised by Context more than once in any Calendar Year or more than once with respect to sales of a particular Product in a period previously audited by Context. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxTyligand. The results of each inspection or audit, if any, shall be binding on both PartiesParties absent manifest error. In the event there was an underpayment of royalties by XxxxxxTyligand hereunder, Xxxxxx Tyligand shall promptly (but in any event no later than [*****] days after Xxxxxx’x Tyligand’s receipt of the independent accountant’s report so concluding) make payment to Enanta Context of any shortfall, together with the interest payment as provided in Section 6.5.5. In the event that there was an overpayment by Xxxxxx, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) refund to Xxxxxx the excess amount. Enanta Context shall bear the full cost of such audit unless such audit discloses an underreporting underpayment by Xxxxxx Tyligand of more than [*****] or more of the aggregate amount of Royalty Payment or Sublicense Income Payments royalties payable in any Calendar Year, in which case Xxxxxx Tyligand shall reimburse Enanta Context for all the reasonable costs incurred by Enanta of the certified public accountant who conducted the audit in connection with such inspection audit. In the event such accounting determines that Tyligand paid Context more than the amount properly due in respect of any Calendar Quarter, then any excess payments made by Tyligand will be credited against future amounts due to Context from Tyligand, or auditif no such future amounts are reasonably expected to be due to Context from Tyligand, then Context will reimburse Tyligand for any overpayment by Tyligand.

Records; Audit Rights. Xxxxxx and its Affiliates and Sublicensees ARIAD shall keep and maintain for [*****] years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment complete and accurate records of gross sales Development Costs and Net Sales by Xxxxxx and its Affiliates and Sublicensees of each Product, Commercialization Costs incurred with respect to Products in sufficient detail to allow Royalty Paymentsconfirmation of same by MERCK, Operating Income Payments and Sublicense Income Payments including without limitation confirmation of the proper allocation of FTEs to be determined accuratelyDevelopment of Products. Enanta MERCK shall have the right for a period of [*****] years after receiving any such payment to inspect Development Cost or audit, or Commercialization Cost is reported in accordance with Section 3.11.2(a) to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx ARIAD to inspect or audit the relevant records of Xxxxxx ARIAD and its Affiliates and Sublicensees to verify that the amount of such payment was Development Costs and Commercialization Costs were correctly determined. Xxxxxx ARIAD and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Royalty Payments and Sublicense Income Payments were correctly accounted for or determinedMERCK. Enanta Such audit right shall not exercise such inspection or audit right [*****]be exercised by MERCK more than once in any Calendar Year and the records of Development Costs and Commercialization Costs for a given period may not be audited more than once. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxARIAD. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an underpayment error in the amount of Development Costs and Commercialization Costs reported by XxxxxxARIAD hereunder, Xxxxxx (a) if the amount of Development Costs and Commercialization Costs was over reported, ARIAD shall promptly (but in any event no later than [*****] thirty (30) days after Xxxxxx’x ARIAD’s receipt of the independent accountant’s report so concluding) make payment to Enanta MERCK of any shortfallthe over reported amount and (b) if the amount of Development Costs and Commercialization Costs was underreported, together with the interest payment as provided in Section 6.5.5. In the event that there was an overpayment by Xxxxxx, Enanta MERCK shall promptly (but in any event no later than [*****] thirty (30) days after EnantaMERCK’s receipt of the independent accountant’s report so concluding) refund make payment to Xxxxxx ARIAD of the excess underreported amount. Enanta MERCK shall bear the full cost of such audit unless such audit discloses an underreporting over reporting by Xxxxxx ARIAD of more than the greater of [*****] ]% of the aggregate amount of Royalty Payment or Sublicense Income Payments payable Development Costs and Commercialization Costs reportable in any Calendar YearYear or $[***], in which case Xxxxxx ARIAD shall reimburse Enanta MERCK for all costs incurred by Enanta MERCK in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx and its Affiliates and Sublicensees ARQULE shall keep and maintain for [* (*) years, or such other period of time as required by Applicable Laws if longer than * (****] years from the date of each Royalty Payment) years, Operating Income Payment and Sublicense Income Payment complete and accurate records of gross sales and Net Sales by Xxxxxx and its Affiliates and Sublicensees of each Product, Development Costs incurred with respect to Licensed Products in sufficient detail to allow Royalty Payments, Operating Income Payments confirmation of same by the JEC and Sublicense Income Payments to be determined accuratelyDS. Enanta DS shall have the right for a period of [* (*****] years after receiving any such payment to inspect or audit) years, or such other period of time as required by Applicable Laws if longer than * (*) years, after such Development Costs is reconciled in accordance with Section 3.11.2(a) to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx ARQULE to inspect or audit the relevant records of Xxxxxx ARQULE and its Affiliates and Sublicensees to verify that the amount of such payment Development Costs was correctly determined. Xxxxxx ARQULE and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable * (*) days written notice from Enanta, solely to verify that Royalty Payments and Sublicense Income Payments were correctly accounted for or determinedthe DS. Enanta Such audit right shall not exercise such inspection or audit right [*****]be exercised by DS more than once in any Calendar Year and the records of Development Costs for a given period may not be audited more than once. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxARQULE. The results of each inspection or audit, if any, shall be binding on both PartiesParties absent manifest error. In the event there was an underpayment error in the amount of Development Costs reported by XxxxxxARQULE hereunder, Xxxxxx (a) if the amount of Development Costs was over reported, ARQULE shall promptly (but in any event no later than [* (*****] ) days after Xxxxxx’x ARQULE’s receipt of the independent accountant’s report so concluding) make payment to Enanta DS of any shortfallthe portion of the Development Costs that were reimbursed by DS to ARQULE that were in excess of the actual amount of Development Costs incurred by ARQULE and (b) if the amount of Development Costs was underreported, together with the interest payment as provided in Section 6.5.5. In the event that there was an overpayment by Xxxxxx, Enanta DS shall promptly (but in any event no later than [* (*****] ) days after Enantathe DS’s receipt of the independent accountant’s report so concluding) refund make payment to Xxxxxx ARQULE of the excess amountadditional portion of the Development Costs that were not previously paid by DS to ARQULE. Enanta DS shall bear the full cost of such audit unless such audit discloses an underreporting over reporting by Xxxxxx ARQULE of more than [* percent (*****] %) of the aggregate amount of Royalty Payment or Sublicense Income Payments payable the Development Costs reportable in any Calendar Year, in which case Xxxxxx ARQULE shall reimburse Enanta DS for all costs incurred by Enanta DS in connection with such inspection or audit.

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

Records; Audit Rights. Xxxxxx DS and its Affiliates and Sublicensees shall keep and maintain for [* (*) years, or such other period of time as required by Applicable Laws if longer than * (****] years ) years, from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment payment of royalties hereunder complete and accurate records of gross sales and Net Sales by Xxxxxx DS and its Affiliates and Sublicensees of each Licensed Product, in sufficient detail to allow Royalty Payments, Operating Income Payments and Sublicense Income Payments royalties to be determined accurately. Enanta ARQULE shall have the right for a period of [* (*) years, or such other period of time as required by Applicable Laws if longer than * (****] years ) years, after receiving any such payment to inspect or audit, or to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx DS to inspect or audit the relevant records of Xxxxxx DS and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Xxxxxx DS and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable * (*) days written notice from Enanta, solely to verify that Royalty Payments and Sublicense Income Payments were correctly accounted for or determinedARQULE. Enanta Such audit right shall not exercise such inspection be exercised by ARQULE more than once in any Calendar Year or audit right [*****]more than once with respect to sales of a particular Licensed Product in a particular period. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxDS. The results of each inspection or audit, if any, shall be binding on both PartiesParties absent manifest error. In the event there was an underpayment by XxxxxxDS hereunder, Xxxxxx DS shall promptly (but in any event no later than [* (*****] ) days after Xxxxxx’x DS’s receipt of the independent accountant’s report so concluding) make payment to Enanta ARQULE of any shortfall. Should the audit lead to the discovery of a discrepancy to DS’s detriment, together with then DS may credit the interest payment as provided in Section 6.5.5. In the event that there was an overpayment by Xxxxxx, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt amount of the independent accountant’s report so concluding) refund discrepancy without interest against any future payments due to Xxxxxx the excess amountARQULE under Section 4.3.1. Enanta ARQULE shall bear the full cost of such audit unless such audit discloses an underreporting by Xxxxxx DS of more than [* percent (*****] %) of the aggregate amount of Royalty Payment or Sublicense Income Payments royalties payable in any Calendar Year, in which case Xxxxxx DS shall reimburse Enanta ARQULE for all costs incurred by Enanta ARQULE in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx Affini-T and its Affiliates and Sublicensees involved in booking sales of the Licensed Product shall keep and maintain for [*****] years from the date end of each Royalty Payment, Operating Income Payment and Sublicense Income Payment the Calendar Year in which Net Sales occurred (the “Retention Period”) complete and accurate records of gross sales and Net Sales by Xxxxxx by, as applicable, Affini-T and its Affiliates and Sublicensees of each Licensed Product, in sufficient detail to allow Royalty Payments, Operating Income Payments and Sublicense Income Payments royalties to be determined accurately. Enanta Metagenomi shall have the right for a period of [*****] years after receiving any such payment to inspect or audit, or during the applicable Retention Period to appoint at its expense an a nationally recognized independent certified public accountant reasonably acceptable to Xxxxxx Affini-T to inspect or audit the relevant records of Xxxxxx Affini-T and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Xxxxxx Affini-T and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such nationally recognized independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Royalty Payments and Sublicense Income Payments were correctly accounted for or determined. Enanta shall not exercise such inspection or audit right [*****]written notice from Metagenomi. Such audit right shall not be exercised by Metagenomi more than once in any Calendar Year or more than once with respect to sales of a particular Licensed Product in a particular period and such audit shall not unreasonably interfere with or impede Affini-T’s or its Affiliate’s or sublicensee’s business operations. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxx. Affini-T. The results of each inspection or audit, if any, shall be provided to and are binding on both PartiesParties absent manifest error; provided, that, Affini-T shall be provided an opportunity to discuss the findings of any such audit with the auditor prior to disclosure of the results thereof to Metagenomi. In the event there was an underpayment by Xxxxxx-T hereunder, Xxxxxx Affini-T shall promptly (but in any event no later than [*****] days after Xxxxxx’x Affini-T’s receipt of the independent accountant’s report so concluding) make payment to Enanta Metagenomi of any shortfall, together with the interest payment as provided in Section 6.5.5. In the event that there was an overpayment by Xxxxxx, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) refund to Xxxxxx the excess amount. Enanta Metagenomi shall bear the full cost of such audit unless such audit discloses an underreporting by Xxxxxx Affini-T of more than [***] or at least [***] of the aggregate amount of Royalty Payment or Sublicense Income Payments royalties payable in any Calendar Year, in which case Xxxxxx Affini-T shall reimburse Enanta Metagenomi for all costs incurred [***]. In the event there was an overpayment by Enanta Affini-T hereunder, Affini-T may, at its discretion, credit such overpayment in connection with the next royalty payment or request Metagenomi to and Metagenomi shall promptly (but in any event no later than [***] after Metagenomi’s receipt of the report so concluding) make repayment to Affini-T of any such inspection or auditoverage.

Records; Audit Rights. Xxxxxx and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment complete and accurate records of gross sales and Net Sales by Xxxxxx and its Affiliates and Sublicensees of each Product, in sufficient detail to allow Royalty Payments, Operating Income Payments and Sublicense Income Payments to be determined accurately. Enanta shall have the right for For a period of [***] ([**] *]) years after receiving following receipt by Biotest of any accounting described in this Section 5.1.5, ImmunoGen shall keep complete and accurate records pertaining to the Pivotal MAY Compound Process Development Costs and the Pivotal MAY Compound Process Development Percentage in sufficient detail to allow the accuracy of the payments hereunder to be confirmed. At each meeting of the JDC the Parties shall update the JDC as to such payment Pivotal MAY Compound Process Development Costs incurred through the date of such JDC meeting. ImmunoGen shall keep complete and accurate records of associated Pivotal MAY Compound Process Development Costs in sufficient detail to inspect or audit, or allow the accuracy of the payments hereunder to be confirmed. Biotest shall have the right to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx ImmunoGen to inspect or audit the relevant records of Xxxxxx ImmunoGen and its Affiliates and Sublicensees to verify that the amount of such payment Pivotal MAY Compound Process Development Costs was correctly determined. Xxxxxx ImmunoGen and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. or places where such records are customarily kept, upon reasonable notice from EnantaBiotest, solely to verify that Royalty Payments and Sublicense Income Payments Pivotal MAY Compound Process Development Costs hereunder were correctly accounted for or determined. Enanta shall not exercise such Such inspection or audit right [*****]shall not be exercised by Biotest more than once in any Calendar Year. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxImmunoGen. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an underpayment error in the amount of Pivotal MAY Compound Process Development Costs reported by XxxxxxImmunoGen hereunder, Xxxxxx (a) if the amount of Pivotal MAY Compound Process Development Costs was over-reported, ImmunoGen shall promptly (but in any event no later than [***] ([**] *]) days after Xxxxxx’x the ImmunoGen's receipt of the independent accountant’s 's report so concluding) make payment to Enanta Biotest of any shortfallthe amount owed to Biotest, together with and (b) if the interest payment as provided in Section 6.5.5. In the event that there amount of Pivotal MAY Compound Process Development Costs was an overpayment by Xxxxxxunderreported, Enanta Biotest shall promptly (but in any event no later than [***] ([**] *]) days after Enanta’s Biotest's receipt of the independent accountant’s 's report so concluding) refund make payment to Xxxxxx ImmunoGen of the excess amountamount owed to ImmunoGen. Enanta Biotest shall bear the full cost of such audit unless such audit discloses an underreporting over reporting by Xxxxxx ImmunoGen of more than [***] [***] ([***]) of the aggregate amount of Royalty Payment or Sublicense Income Payments payable Pivotal MAY Compound Process Development Costs reportable in any Calendar Year, in which case Xxxxxx ImmunoGen shall reimburse Enanta Biotest for all costs incurred by Enanta Biotest in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx and its Affiliates and Sublicensees Each Party shall keep and maintain for [* (*) years, or such other period of time as required by Applicable Laws if longer than * (****] years from the date of each Royalty Payment) years, Operating Income Payment and Sublicense Income Payment complete and accurate records of gross sales and Net Sales by Xxxxxx and its Affiliates and Sublicensees of each Product, Shared Development Costs incurred with respect to Licensed Products in sufficient detail to allow Royalty Payments, Operating Income Payments confirmation of same by the JSC and Sublicense Income Payments to be determined accuratelythe other Party. Enanta Each Party (the “Cost Auditing Party”) shall have the right for a period of [* (*****] years after receiving any such payment to inspect or audit) years, or such other period of time as required by Applicable Laws if longer than * (*) years, after such Shared Development Cost is reconciled in accordance with Section 3.11.2(a) to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx the other Party (the “Cost Audited Party”) to inspect or audit the relevant records of Xxxxxx the Cost Audited Party and its Affiliates and Sublicensees to verify that the amount of such payment Development Costs was correctly determined. Xxxxxx The Cost Audited Party and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Royalty Payments and Sublicense Income Payments were correctly accounted for or determinedthe Cost Auditing Party. Enanta Such audit right shall not exercise such inspection or audit right [*****]be exercised by the Cost Auditing Party more than once in any Calendar Year and the records of Shared Development Costs for a given period may not be audited more than once. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxxthe Cost Audited Party. The results of each inspection or audit, if any, shall be binding on both PartiesParties absent manifest error. In the event there was an underpayment error in the amount of Shared Development Costs reported by Xxxxxxthe Cost Audited Party hereunder, Xxxxxx (a) if the amount of Shared Development Costs was over reported, the Cost Audited Party shall promptly (but in any event no later than [* (*****] ) days after Xxxxxx’x the Cost Audited Party’s receipt of the independent accountant’s report so concluding) make payment to Enanta the Cost Auditing Party of any shortfallthe Cost Audited Party’s Cost-Sharing Percentage of over reported amount and (b) if the amount of Shared Development Costs was underreported, together with the interest payment as provided in Section 6.5.5. In the event that there was an overpayment by Xxxxxx, Enanta Cost Auditing Party shall promptly (but in any event no later than [* (*****] ) days after Enantathe Cost Auditing Party’s receipt of the independent accountant’s report so concluding) refund make payment to Xxxxxx the excess Cost Audited Party of the Cost Audited Party’s Cost-Sharing Percentage of underreported amount. Enanta The Cost Auditing Party shall bear the full cost of such audit unless such audit discloses an underreporting over reporting by Xxxxxx the Cost Audited Party of more than [* percent (*****] %) of the aggregate amount of Royalty Payment or Sublicense Income Payments payable Shared Development Costs reportable in any Calendar Year, in which case Xxxxxx the Cost Audited Party shall reimburse Enanta the Cost Auditing Party for all costs incurred by Enanta the Cost Auditing Party in connection with such inspection or audit.

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

Records; Audit Rights. Xxxxxx and its Affiliates and Sublicensees Each Party shall keep and maintain for [*****] years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment complete and accurate records of gross sales and Net Sales by Xxxxxx and its Affiliates and Sublicensees all Development Costs incurred in the Development of each Product, Products in sufficient detail to allow Royalty Payments, Operating Income Payments and Sublicense Income Payments to be determined accuratelyconfirmation of same by an independent certified public accountant. Enanta Each Party (the “Cost Auditing Party”) shall have the right for a period of [*****] years after receiving any such payment to inspect or auditDevelopment Costs are incurred, or to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx the other Party (the “Cost Audited Party”) to inspect or audit the relevant records of Xxxxxx and the Cost Audited Party or its Affiliates and Sublicensees to verify that the amount of such payment was Development Costs incurred have been correctly determined. Xxxxxx and The Cost Audited Party or its Affiliates and Sublicensees shall each make its records available for inspection or audit by such the independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Royalty Payments and Sublicense Income Payments were correctly accounted for or determined. Enanta shall not exercise such inspection or audit right [***] days written notice from the Cost Auditing Party. Such audit right shall not be exercised by a Cost Auditing Party more than [***] in any Calendar Year and no twelve (12) month period may be audited more than [***]. All records made available for inspection or The independent certified public accountant will only disclose the results (any sums either over/under paid) of such audit shall be deemed to be Confidential Information of Xxxxxx. The results of each inspection or audit, if any, shall be binding on both Partiesthe Cost Auditing Party and no other details. In the event there was an underpayment error in the amount of such Development Costs reported by Xxxxxxthe Cost Audited Party hereunder, Xxxxxx (a) if the effect of the error resulted in an underpayment, the Cost Audited Party shall promptly (but in any event no later than [*****] days after Xxxxxx’x promptly, on receipt of the independent accountant’s report so concluding) an invoice, make payment to Enanta the Cost Auditing Party of any shortfallthe underpayment amount and (b) if the effect of the error resulted in an overpayment, together with the interest payment as provided in Section 6.5.5. In the event that there was an overpayment by Xxxxxx, Enanta Cost Auditing Party shall promptly (but in any event no later than [*****] days after Enanta’s on receipt of an invoice make payment to the independent accountant’s report so concluding) refund to Xxxxxx Cost Audited Party of the excess overpayment amount. Enanta The Cost Auditing Party shall bear the full cost of such audit unless such audit discloses an underreporting error by Xxxxxx the Cost Audited Party of more than at least [***] percent ([**] *]%) of the aggregate amount of Royalty Payment or Sublicense Income Payments payable the Development Costs in any Calendar YearYear subject to such audit, in which case Xxxxxx the Cost Audited Party shall reimburse Enanta the Cost Auditing Party for all costs incurred by Enanta the Cost Auditing Party in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx ILDONG and its Affiliates Affiliates, Sublicensees and Sublicensees Distributors shall keep and maintain for [*****] three (3) years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment payment of royalties hereunder complete and accurate records of gross sales and Net Sales by Xxxxxx ILDONG and its Affiliates Affiliates, Sublicensees and Sublicensees Distributors of each Product, in sufficient detail to allow Royalty Payments, Operating Income Payments and Sublicense Income Payments royalties to be determined accuratelyaccurately determined. Enanta SUBLICENSOR shall have the right for a period of [*****] three (3) years after receiving any such royalty payment to inspect or audit, or to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx ILDONG to inspect or audit the relevant records of Xxxxxx ILDONG and its Affiliates Affiliates, Sublicensees and Sublicensees Distributors to verify that the amount of each such payment was correctly determined; provided, that, (a) if requested by ILDONG, SUBLICENSOR shall cause the independent certified public accountant to enter into a confidentiality agreement reasonably acceptable to ILDONG and (b) such independent certified public accountant may only disclose to SUBLICENSOR whether the royalties paid are correct and the details with respect to any discrepancies. Xxxxxx ILDONG and its Affiliates Affiliates, Sublicensees and Sublicensees Distributors shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Royalty Payments and Sublicense Income Payments were correctly accounted for or determinedSUBLICENSOR. Enanta Such audit right shall not exercise such inspection be exercised by SUBLICENSOR more than once in any Calendar Year or audit right [*****]more than once with respect to sales of a particular Product in a particular period. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxILDONG. The results of each inspection or audit, if any, shall be binding on both PartiesParties absent manifest error. In the event there was an underpayment of royalties by XxxxxxILDONG hereunder, Xxxxxx ILDONG shall promptly (but in any event no later than [*****] thirty (30) days after Xxxxxx’x ILDONG’s receipt of the independent accountant’s report so concluding) make payment to Enanta SUBLICENSOR of any shortfall, together with the interest payment as provided in Section 6.5.5. In the event that there was an overpayment by Xxxxxx, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) refund to Xxxxxx the excess amount. Enanta SUBLICENSOR shall bear the full cost of such audit unless such audit discloses an underreporting underpayment by Xxxxxx ILDONG of * percent (*%) or more than [*****] of the aggregate amount of Royalty Payment or Sublicense Income Payments royalties payable in any Calendar Year, in which case Xxxxxx ILDONG shall reimburse Enanta SUBLICENSOR for all costs incurred by Enanta SUBLICENSOR in connection with such inspection or audit.

Records; Audit Rights. Xxxxxx and its Affiliates and Sublicensees Licensee shall keep and maintain for [*****] years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment complete and accurate records of gross sales and Net Sales by Xxxxxx and its Affiliates and Sublicensees of each Product, in sufficient detail to allow Royalty Payments, Operating Income Payments and Sublicense Income Payments royalties to be determined accurately. Enanta Licensor shall have the right for a period of [*****] years after receiving from the date any such payment to inspect or audit, or of royalties is made to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx Licensee to inspect or audit the relevant records of Xxxxxx and its Affiliates and Sublicensees Licensee to verify that the amount of such payment was correctly determined, provided that such independent certified public accountant enters into a non-disclosure agreement with Licensee. Xxxxxx and its Affiliates and Sublicensees Licensee shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Royalty Payments and Sublicense Income Payments were correctly accounted for or determined. Enanta shall not exercise such inspection or audit right [***] calendar days’ written notice from Licensor. Such audit right shall not be exercised by Licensor more than [***]. All records made available for inspection or audit shall be deemed to be Confidential Information of XxxxxxLicensee. The results of each inspection or auditIn the event that there was overpayment by Licensee hereunder, if any, shall such overpayment will be binding on both Partiescredited to Licensee’s next royalty payment due under Section 3.3. In the event there was an underpayment by XxxxxxLicensee hereunder, Xxxxxx Licensee shall promptly (but in any event no later than [*****] calendar days after Xxxxxx’x Licensee’s receipt of the independent accountant’s report so concluding) make payment to Enanta Licensor of any shortfall, together with the interest payment as provided in Section 6.5.5. In the event that there was an overpayment by Xxxxxx, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) refund to Xxxxxx the excess amount. Enanta Licensor shall bear the full cost of such audit unless such audit discloses an underreporting by Xxxxxx Licensee of more than [*****] of the aggregate amount of Royalty Payment or Sublicense Income Payments royalties payable in any Calendar Year, in which case Xxxxxx Licensee shall reimburse Enanta Licensor for all costs incurred by Enanta Licensor in connection with such inspection or audit.