Common use of Research Program Records Clause in Contracts

Research Program Records. Each Party shall maintain complete and accurate records of its activities in the Research Program in sufficient detail, in good scientific manner and otherwise in a manner that reflects all work done and results achieved. Subject to Article 6, each Party shall provide the other Party with access during normal business hours and upon reasonable advance notice to review such records to the extent reasonably required for the performance of such other Party’s obligations and/or exercise of such other Party’s rights under this Agreement; provided, that, the non-reviewing Party may redact information not relevant to the Research Program prior to such review. Notwithstanding the foregoing, except in conjunction with a Proceeding pursuant to Section 13.2, TAKEDA shall not have the right to review any records relating to any Failed Compounds, Waived Compounds or Terminated Products, except for records relating to activities conducted in the Research Program, in which case TAKEDA shall have the right to review such records for up to [***] years after the designation of any such Failed Compounds, Waived Compounds or Terminated Products for purposes of, and in connection with, an audit conducted in accordance with Section 5.2.3.