Common use of Reports; Audit Rights Clause in Contracts

Reports; Audit Rights. Each Party shall keep and maintain for *** complete and accurate records of all Shared Costs incurred by it in the Development of each Collaboration Compound in sufficient detail to allow confirmation of same by any internationally-recognized independent certified public accountant. Either Party (the “Auditing Party”) shall have the right *** after such Shared Costs are incurred, to appoint at its expense such accountant reasonably acceptable to the other Party (the “Audited Party”) to audit the relevant records of the Audited Party or its Affiliates to verify that the amount of Shared Costs incurred have been correctly determined. The Audited Party or its Affiliates shall each make its records available for audit by the accountant during regular business hours at the place or places where the records are customarily kept, on *** from the Auditing Party. The accountant shall carry out the audit with as little disruption as possible to the business of the Audited Party. The Audited Party shall make available appropriate persons to answer relevant questions of the accountant. This audit right shall not be exercised by the Auditing Party more than once in any Calendar Year and a *** may not be audited more than once. If the accountant reasonably includes that there was an error in the determination of the amount of Shared Costs, the auditor shall give the Audited Party the reasonable opportunity to confirm the error and if the Audited Party is able to show to the reasonable satisfaction of the accountant that no error occurred *** of the accountant’s completion of the audit, the accountant shall correct its determination. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. Subject to the above, the accountant shall only disclose the results of that audit to the Audited Party and the Auditing Party no other details. If there was an error in the amount of Shared Costs reported by the Audited Party, (a) if the effect of the error resulted in an underpayment by the Auditing Party, the Auditing Party shall promptly pay the Audited Party the underpayment amount and (b) if the effect of the error resulted in an overpayment by the Auditing Party, the Audited Party shall promptly pay the Auditing Party the overpayment amount. The Auditing Party shall bear the full cost of the audit unless the audit discloses an error by the Audited Party of at least *** of the Shared Costs in any Calendar Year subject to that audit, in which case the Audited Party shall reimburse the Auditing Party for the costs and expenses of the accountant incurred by the Auditing Party in connection with the audit.

Reports; Audit Rights. Each Party ArQule shall keep and maintain for *** complete and accurate records of all Shared Commercialization Expenses, License Fees and Out-Licensing Costs and Expenses incurred by it in connection with the Development Commercialization of each Collaboration Compound any Product in sufficient detail to allow confirmation of same by any internationally-recognized an independent certified public accountant. Either Party (the “Auditing Party”) Beryllium shall have the right for *** after such Shared Commercialization Expenses, License Fees and Out-Licensing Costs and Expenses are incurred, to appoint at its expense such an independent certified public accountant reasonably acceptable to the other Party (the “Audited Party”) ArQule to audit the relevant records of the Audited Party ArQule or its Affiliates to verify that the amount of Shared Commercialization Expenses, License Fees and Out-Licensing Costs and Expenses incurred have been correctly determined. The Audited Party ArQule or its Affiliates shall each make its records available for audit by the independent certified public accountant during regular business hours at the such place or places where the such records are customarily kept, on *** written notice from the Auditing PartyBeryllium. The accountant shall carry out the audit with as little disruption as possible to the business of the Audited Party. The Audited Party shall make available appropriate persons to answer relevant questions of the accountant. This Such audit right shall not be exercised by the Auditing Party Beryllium more than once in any Calendar Year and a *** may not be audited more than once. If the The independent certified public accountant reasonably includes that there was an error in the determination of the amount of Shared Costs, the auditor shall give the Audited Party the reasonable opportunity to confirm the error and if the Audited Party is able to show to the reasonable satisfaction of the accountant that no error occurred *** of the accountant’s completion of the audit, the accountant shall correct its determination. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. Subject to the above, the accountant shall will only disclose the results (any sums either over/under paid) of that such audit to the Audited Party Beryllium and the Auditing Party no other details. If In the event there was an error in the amount of Shared such Commercialization Expenses, License Fees and Out-Licensing Costs and Expenses reported by the Audited PartyArQule hereunder, (a) if the effect of the error resulted in an underpayment by the Auditing Partyunderpayment, the Auditing Party ArQule shall promptly pay the Audited Party promptly, on receipt of an invoice, make payment to Beryllium of the underpayment amount and (b) if the effect of the error resulted in an overpayment by the Auditing Partyoverpayment, the Audited Party Beryllium shall promptly pay the Auditing Party on receipt of an invoice make payment to ArQule of the overpayment amount. The Auditing Party Beryllium shall bear the full cost of the such audit unless the such audit discloses an error by the Audited Party ArQule of at least *** of the Shared aggregate amount of the Commercialization Expenses, License Fees and Out-Licensing Costs and Expenses in any Calendar Year subject to that such audit, in which case the Audited Party ArQule shall reimburse the Auditing Party Beryllium for the all costs and expenses of the accountant incurred by the Auditing Party Beryllium in connection with the such audit.

Reports; Audit Rights. Each Party shall will keep and maintain for *** five (5) years complete and accurate records of all Shared Costs incurred by it in the Development of each Collaboration Compound Development Candidate in sufficient detail to allow confirmation of same by any internationallynationally-recognized independent certified public accountant. Either Party (the “Auditing Party”) shall will have the right *** for five (5) years after such Shared Costs are incurred, to appoint at its expense such accountant reasonably acceptable to the other Party Party, which acceptance shall not be unreasonably conditioned, withheld or delayed (the “Audited Party”) ), to audit the relevant records of the Audited Party or its Affiliates to verify that the amount of Shared Costs incurred have been correctly determined. The Audited Party or its Affiliates shall will each make its records available for audit by the accountant during regular business hours at the place or places where the records are customarily kept, on *** thirty (30) days written notice from the Auditing Party. The accountant shall will carry out the audit with as little disruption as possible to the business of the Audited Party. The Audited Party shall will make available appropriate persons to answer relevant questions of the accountant. This audit right shall will not be exercised by the Auditing Party more than once in any Calendar Year and a *** any twelve (12) month period may not be audited more than once. If the accountant reasonably includes concludes that there was an error in the determination of the amount of Shared Costs, the auditor shall accountant will give the Audited Party the reasonable opportunity to confirm the error and if the Audited Party is able to show to the reasonable satisfaction of the accountant that no error occurred *** within thirty (30) days of the accountant’s completion of the audit, the accountant shall will correct its determination. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. Subject to the above, the accountant shall will only disclose the results (any sums either over/under paid) of that such audit to the Audited Party Auditing Party, and the Auditing Party no other details. If In the event that there was an error in the amount of Shared Costs reported by the Audited Party, : (a) if the effect of the error resulted in an underpayment by the Auditing Party, the Auditing Party shall will promptly pay the Audited Party the underpayment amount amount; and (b) if the effect of the error resulted in an overpayment by the Auditing Party, the Audited Party shall will promptly pay the Auditing Party the overpayment amount. The Auditing Party shall will bear the full cost of the audit unless the audit discloses an error by the Audited Party of at least *** five percent (5%) of the aggregate amount of the Shared Costs in any Calendar Year subject to that audit, in which case the Audited Party shall will reimburse the Auditing Party for the costs and expenses of the accountant incurred by the Auditing Party in connection with the audit.

Reports; Audit Rights. Each The Lead Out-Licensing Party shall or Sole ADC Party will keep and maintain for *** five (5) years complete and accurate records of all Shared Commercialization Expenses, License Fees and Out-Licensing Costs and Expenses incurred by it in connection with the Development Commercialization of each Collaboration Compound any Licensed Product in sufficient detail to allow confirmation of same by any internationallya nationally-recognized independent certified public accountant. Either The other Party (the “Auditing Party”) shall will have the right *** for a period of five (5) years after such Shared Commercialization Expenses, License Fees and Out-Licensing Costs and Expenses are incurred, incurred to appoint at its expense such accountant reasonably acceptable to the other Lead Out-Licensing Party (the “Audited or Sole ADC Party”) , which acceptance shall not be unreasonably conditioned, withheld or delayed, to audit the relevant records of the Audited Lead Out-Licensing Party or Sole ADC Party or its Affiliates to verify that the amount of Shared Commercialization Expenses, License Fees and Out-Licensing Costs and Expenses incurred have been correctly determined. The Audited Lead Out-Licensing Party or Sole ADC Party or its Affiliates shall will each make its records available for audit by the accountant during regular business hours at the such place or places where the such records are customarily kept, on *** upon thirty (30) days written notice from the Auditing other Party. The accountant shall carry out the audit with as little disruption as possible to the business of the Audited Party. The Audited Lead Out-Licensing Party shall or Sole ADC Party or its Affiliates will make available appropriate persons to answer relevant questions of the accountant. This The audit right shall will not be exercised by the Auditing other Party more than once in any Calendar Year Year, and a *** any twelve (12) month period may not be audited more than once. If the accountant reasonably includes concludes that there was an error in the determination of the amount of Shared CostsCommercialization Expenses, License Fees and Out-Licensing Costs and Expenses, the auditor shall accountant will give the Audited Lead Out-Licensing Party the or Sole ADC Party, as applicable, reasonable opportunity to confirm the error and if the Audited Lead Out-Licensing Party or Sole ADC Party, as applicable, is able to show to the reasonable satisfaction of the accountant that no error occurred *** within thirty (30) days of the accountant’s completion of the audit, the accountant shall will correct its determination. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. Subject to the above, the accountant shall will only disclose the results (any sums either over/under paid) of that such audit to the Audited Party other Party, and the Auditing Party no other details. If In the event there was an error in the amount of Shared such Commercialization Expenses, License Fees and Out-Licensing Costs and Expenses reported by the Audited Party, Lead Out-Licensing Party or Sole ADC Party hereunder: (a) if the effect of the error resulted in an underpayment by the Auditing Partyunderpayment, the Auditing Lead Out-Licensing Party shall promptly pay or Sole ADC Party will promptly, on receipt of an invoice, make payment to the Audited other Party of the underpayment amount amount; and (b) if the effect of the error resulted in an overpayment by the Auditing Partyoverpayment, the Audited other Party shall will promptly pay make payment to the Auditing Lead Out-Licensing Party or Sole ADC Party of the overpayment amount, upon receipt of an invoice. The Auditing other Party shall will bear the full cost of the such audit unless the such audit discloses an error by the Audited Lead Out-Licensing Party or Sole ADC Party of at least *** five percent (5%) of the Shared aggregate amount of the Commercialization Expenses, License Fees and Out-Licensing Costs and Expenses in any Calendar Year subject to that such audit, in which case the Audited Lead Out-Licensing Party shall or Sole ADC Party will reimburse the Auditing other Party for the all costs and expenses of the accountant incurred by the Auditing other Party in connection with the audit.