Audit of Sublicensees. During the Record Retention Period, Company shall, to the extent practicable under any Sublicense, cause each Sublicensee to provide Broad with a right of audit comparable to that set forth in Section 5.3.1; provided that, in any such audit event, the same protections afforded to Company and its Affiliates shall apply to any Sublicensee, mutatis mutandis. If Company does not have the right to allow Broad to conduct an audit of such Sublicensee for a relevant Calendar Year, Company and Broad shall meet and use reasonable efforts to agree on an appropriate course of action.
Audit of Sublicensees. Company shall use commercially reasonable efforts to cause each Sublicensee that sells, leases, or otherwise disposes of Licensed THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Products to grant University the same or similar right and obligations with respect to inspection and audit of Sublicensee’s records as University is granted with respect to Company’s records under this Section 6.5. To the extent that Company does not have the right to grant University the right to audit a Sublicensee’s books and records hereunder, Company shall obtain for itself such right and, at the request of University, Company shall exercise such audit right with respect to such Sublicensee using auditors reasonably acceptable to University and provide the results of such audit for inspection by University pursuant to this Section 6.5, such results to be sufficient for University to confirm the amounts owed to University in connection with such Sublicense. The Accountants shall provide a copy of their audit report to University and to Company, provided that University agrees to enter into a confidentiality agreement with such Sublicensee with respect to such audit report, provided that if Sublicensee and University cannot come to terms on such confidentiality agreement within 30 days, it shall not prevent University from viewing such report on terms of confidentiality and non-use no less restrictive upon University than University’s obligations to Company for Company Confidential Information.
Audit of Sublicensees. During the Record Retention Period, BioMarin will have the right, at its expense, to require Sarepta to make available to an independent, certified public accountant chosen by BioMarin and reasonably acceptable to Sarepta, during normal business hours, such information as Sarepta has in its possession with respect to reports and payments from Sublicensees for the purposes of verifying the accuracy of any reports and payments delivered under this Agreement. If such information as Sarepta has in its possession is not sufficient for such purposes, BioMarin will have the right, at its expense, to cause Sarepta to exercise its right under a Sublicense to cause an independent, certified public accountant (or, in the event of a non-financial audit, other appropriate auditor) chosen by BioMarin and reasonably acceptable to Sarepta to inspect such records of Sublicensee during normal business hours for the purposes of verifying the accuracy of any reports and payments delivered under this Agreement. Such accountant or other auditor, as applicable, will not disclose to BioMarin any information other than information relating to the accuracy of reports and payments delivered under this Agreement and then only to the extent such accountant or other auditor may disclose such information to Sarepta under the terms of the relevant Sublicense. If Sarepta does not have the right to conduct an audit of such Sublicensee for the relevant Calendar Year, Sarepta and BioMarin will meet and use reasonable efforts to agree on an appropriate course of action. The Parties will reconcile any underpayment or overpayment within 30 days after the accountant delivers the results of the audit. If any audit performed under this Section 5.1.3 (Audit of Sublicensees) reveals an underpayment to BioMarin in excess of [**] percent ([**]%) in any Calendar Year, Sarepta will reimburse BioMarin for all amounts incurred in connection with such audit. BioMarin may exercise its rights under this Section 5.1.3 (Audit of Sublicensees) only once per Calendar Year per Sublicensee, only once with respect to any Calendar Quarter and only with reasonable prior written notice, and in no event with fewer than seven days prior notice, to Sarepta and any audited Sublicensee. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Securities and Exchange Commission.
