Common use of Books, Records and Accounts Clause in Contracts

Books, Records and Accounts. The Trustee shall keep accurate and detailed accounts of all investments, receipts and disbursements and other transactions hereunder (including those transactions related to accounts under the management of a designated Investment Manager) and all such accounts, books and records relating thereto shall be open at all reasonable times to inspection and audit by any person designated by the Representative within a reasonable time period following the close of each fiscal year of the Trust Fund, and within 120 days, or such other agreed upon time, following the removal or resignation of the Trustee or the termination of the Trust, the Trustee shall file with the Representative a certified written report setting forth all investments, receipts and disbursements, and other transactions effected during the fiscal year, or other period from the close of the preceding report to the date of such removal, resignation or termination, including a description of all securities and investments then held in the Trust Fund, and such other information customarily provided by the Trustee. Upon the expiration of 180 days following the close of a fiscal year of the Trust Fund for which an annual accounting is filed, or 90 days from the date of filing of any interim accounting, the Trustee shall, to the extent permitted by law, be forever released and discharged from any liability or accountability to anyone for clerical errors apparent on the face of such accounting. No Participant or beneficiary under the Plans, shall have the right to demand or be entitled to any accounting by the Trustee, other than those to which they may be entitled under the law. Notwithstanding any other provision hereof or of the Plans, the Trustee shall not be subject to any liability for any act or omission, regardless of its nature, after three years following the date on which a plaintiff had actual knowledge of such act or omission; provided, however, that in the case of fraud or concealment the Trustee may be held liable at any time within six years after the date of discovery of such error or omission. The Trustee shall determine the fair market value of the Trust Fund in its customary manner at such times as may be required by the Representative, or in order to carry out the provisions of the Plans. All records and accounts maintained by the Trustee with respect to the Trust Fund shall be preserved for such period as may be required under any applicable law. Upon the expiration of any such retention period, the Trustee shall have the right to destroy such records and accounts after first notifying the Company or the Representative in writing of its intention, and transferring to the Company or to the Representative any such books, records, and accounts as requested. The Trustee shall have the right to preserve all books, records, or accounts in original form, or on microfilm, magnetic tape, or any other similar process.

Books, Records and Accounts. The Trustee shall keep accurate and detailed accounts of all investments, receipts and disbursements and other transactions hereunder (including those transactions related to accounts under the management of a designated Investment Manager) and all such accounts, books and records relating thereto shall be open at all reasonable times to inspection and audit by any person designated by the Representative within a reasonable time period following the close of each fiscal year of the Trust Fund, and within 120 days, or such other agreed upon time, following the removal or resignation of the Trustee or the termination of the Trust, the Trustee shall file with the Representative a certified written report setting forth all investments, receipts and disbursements, and other transactions effected during the fiscal year, or other period from the close of the preceding report to the date of such removal, resignation or termination, including a description of all securities and investments then held in the Trust Fund, and such other information customarily provided by the Trustee. Upon the expiration of 180 days following the close of a fiscal year of the Trust Fund for which an annual accounting is filed, or 90 days from the date of filing of any interim accounting, the Trustee shall, to the extent permitted by law, be forever released and discharged from any liability or accountability to anyone for clerical errors apparent on the face of such accounting. No Participant or beneficiary under the Plans, Plans shall have the right to demand or be entitled to any accounting by the Trustee, other than those to which they may be entitled under the law. Notwithstanding any other provision hereof or of the Plans, the Trustee shall not be subject to any liability for any act or omission, regardless of its nature, after three years following the date on which a plaintiff had actual knowledge of such act or omission; provided, however, that in the case of fraud or concealment the Trustee may be held liable at any time within six years after the date of discovery of such error or omission. The Trustee shall determine the fair market value of the Trust Fund in its customary manner at such times as may be required by the Representative, or in order to carry out the provisions of the Plans. All records and accounts maintained by the Trustee with respect to the Trust Fund shall be preserved for such period as may be required under any applicable law. Upon the expiration of any such retention period, the Trustee shall have the right to destroy such records and accounts after first notifying the Company or the Representative in writing of its intention, and transferring to the Company or to the Representative any such books, records, and accounts as requested. The Trustee shall have the right to preserve all books, records, or accounts in original form, or on microfilm, magnetic tape, or any other similar process.

Books, Records and Accounts. The Trustee Throughout the Royalty Term and for a period of at least [***] thereafter, ARIAD SWISSCO shall keep complete and accurate books, records and detailed accounts in accordance with all Regulatory Laws and Regulatory Requirements and sound accounting practice covering all its operations hereunder and as may be necessary for the purpose of calculating all payments due to ARIAD US under this ARTICLE 19 and the required expenditures under Section 15.2. ARIAD US shall have the right, throughout the Term and for a period of [***] thereafter, at reasonable times during business hours and upon reasonable notice to ARIAD SWISSCO, to have ARIAD SWISSCO’s books, records and accounts inspected and audited by a reputable independent auditor employed by one of the four major accounting firms to be appointed by ARIAD US and reasonably acceptable to ARIAD SWISSCO, to ensure the accuracy of all investments, receipts reports and disbursements payments made hereunder and other transactions hereunder (including those transactions related to accounts under in respect of all Development Costs and the management of a designated Investment Manager) expenditures made by ARIAD SWISSCO and all such accounts, books and records relating thereto its Affiliates as required in Section 15.2. Such audit shall be open at all reasonable times to covered by confidentiality obligations of the auditor. Such inspection and audit by may not be (i) conducted for any person designated by calendar year more than [***] after the Representative within a reasonable time period following end of such year, (ii) conducted more than once in any [***] period, or (iii) repeated for any [***]. ARIAD SWISSCO shall cooperate with the close independent auditor and make available all work papers and other information related to this Agreement reasonably requested in connection herewith (subject to written obligations of each fiscal year confidentiality to ARIAD SWISSCO). For purposes of (a) payments under this Agreement including Sections 5.3.1, 5.3.2, 5.7.3, 5.7.4, and 5.9 and calculation of any Development Costs that one Party must pay to the other under this Agreement, (b) the determination of the Trust FundCost of Manufacture, (c) calculation of the Year-End Compensating Payment pursuant to Appendix 19.8.2, and within 120 days(d) calculation of manufacturing technology transfer costs, or such other agreed upon time, following the removal or resignation of the Trustee or the termination of the Trust, the Trustee this Section 19.9 shall file with the Representative a certified written report setting forth all investments, receipts and disbursements, and other transactions effected during the fiscal year, or other period from the close of the preceding report apply mutatis mutandi to the date of such removalapplicable Party’s books, resignation or termination, including a description of all securities and investments then held in the Trust Fund, and such other information customarily provided by the Trustee. Upon the expiration of 180 days following the close of a fiscal year of the Trust Fund for which an annual accounting is filed, or 90 days from the date of filing of any interim accounting, the Trustee shall, to the extent permitted by law, be forever released and discharged from any liability or accountability to anyone for clerical errors apparent on the face of such accounting. No Participant or beneficiary under the Plans, shall have the right to demand or be entitled to any accounting by the Trustee, other than those to which they may be entitled under the law. Notwithstanding any other provision hereof or of the Plans, the Trustee shall not be subject to any liability for any act or omission, regardless of its nature, after three years following the date on which a plaintiff had actual knowledge of such act or omission; provided, however, that in the case of fraud or concealment the Trustee may be held liable at any time within six years after the date of discovery of such error or omission. The Trustee shall determine the fair market value of the Trust Fund in its customary manner at such times as may be required by the Representative, or in order to carry out the provisions of the Plans. All records and accounts maintained by and for the Trustee with respect applicable party to the Trust Fund shall be preserved for such period as may be required under any applicable law. Upon the expiration of any such retention period, the Trustee shall have the right to destroy such records and accounts after first notifying the Company or the Representative in writing of its intention, and transferring to the Company or to the Representative any audit such books, recordsrecords and accounts. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and accounts have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as requested. The Trustee shall have the right to preserve all books, records, or accounts in original form, or on microfilm, magnetic tape, or any other similar processamended.

Books, Records and Accounts. The Trustee Throughout the Royalty Term and for a period of at least [**] thereafter, ARIAD SWISSCO shall keep complete and accurate books, records and detailed accounts in accordance with all Regulatory Laws and Regulatory Requirements and sound accounting practice covering all its operations hereunder and as may be necessary for the purpose of calculating all payments due to ARIAD US under this ARTICLE 19 and the required expenditures under Section 15.2. ARIAD US shall have the right, throughout the Term and for a period of [**] thereafter, at reasonable times during business hours and upon reasonable notice to ARIAD SWISSCO, to have ARIAD SWISSCO’s books, records and accounts inspected and audited by a reputable independent auditor employed by one of the four major accounting firms to be appointed by ARIAD US and reasonably acceptable to ARIAD SWISSCO, to ensure the accuracy of all investments, receipts reports and disbursements payments made hereunder and other transactions hereunder (including those transactions related to accounts under in respect of all Development Costs and the management of a designated Investment Manager) expenditures made by ARIAD SWISSCO and all such accounts, books and records relating thereto its Affiliates as required in Section 15.2. Such audit shall be open at all reasonable times to covered by confidentiality obligations of the auditor. Such inspection and audit by may not be (i) conducted for any person designated by calendar year more than [**] after the Representative within a reasonable time period following end of such year, (ii) conducted more than once in any [**] period, or (iii) repeated for any [**]. ARIAD SWISSCO shall cooperate with the close independent auditor and make available all work papers and other information related to this Agreement reasonably requested in connection herewith (subject to written obligations of each fiscal year confidentiality to ARIAD SWISSCO). For purposes of (a) payments under this Agreement including Sections 5.3.1, 5.3.2, 5.7.3, 5.7.4, and 5.9 and calculation of any Development Costs that one Party must pay to the other under this Agreement, (b) the determination of the Trust FundCost of Manufacture, and within 120 days, or such other agreed upon time, following the removal or resignation (c) calculation of the Trustee or the termination Year-End Compensating Payment pursuant to [**] = Portions of the Trust, the Trustee shall file this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Representative a certified written report setting forth all investments, receipts and disbursements, and other transactions effected during the fiscal year, or other period from the close of the preceding report to the date of such removal, resignation or termination, including a description of all securities and investments then held in the Trust Fund, and such other information customarily provided by the Trustee. Upon the expiration of 180 days following the close of a fiscal year of the Trust Fund for which an annual accounting is filed, or 90 days from the date of filing of any interim accounting, the Trustee shall, to the extent permitted by law, be forever released and discharged from any liability or accountability to anyone for clerical errors apparent on the face of such accounting. No Participant or beneficiary under the Plans, shall have the right to demand or be entitled to any accounting by the Trustee, other than those to which they may be entitled under the law. Notwithstanding any other provision hereof or of the Plans, the Trustee shall not be subject to any liability for any act or omission, regardless of its nature, after three years following the date on which a plaintiff had actual knowledge of such act or omission; provided, however, that in the case of fraud or concealment the Trustee may be held liable at any time within six years after the date of discovery of such error or omission. The Trustee shall determine the fair market value of the Trust Fund in its customary manner at such times as may be required by the Representative, or in order to carry out the provisions of the Plans. All records and accounts maintained by the Trustee with respect to the Trust Fund shall be preserved for such period as may be required under any applicable law. Upon the expiration of any such retention period, the Trustee shall have the right to destroy such records and accounts after first notifying the Company or the Representative in writing of its intention, and transferring to the Company or to the Representative any such books, records, and accounts as requested. The Trustee shall have the right to preserve all books, records, or accounts in original form, or on microfilm, magnetic tape, or any other similar processCommission.

Books, Records and Accounts. The Trustee shall keep accurate and detailed accounts of all investments, receipts and disbursements and other transactions hereunder (including those transactions related to accounts under the management of a designated Investment Manager) and all such accounts, books and records relating thereto shall be open at all reasonable times to inspection and audit by any person designated by the Representative within Representative. Within a reasonable time period following the close of each fiscal year of the Trust Fund, and within 120 one hundred twenty (120) days, or such other agreed upon time, following the removal or resignation of the Trustee or the termination of the Trust, the Trustee shall file with the Representative a certified written report setting forth all investments, receipts and disbursements, and other transactions effected during the fiscal year, or other period from the close of the preceding report to the date of such removal, resignation or termination, including a description of all securities and investments then held in the Trust Fund, and such other information customarily provided by the Trustee. Upon the expiration of 180 one hundred eighty (180) days following the close of a fiscal year of the Trust Fund for which an annual accounting is filed, or 90 ninety (90) days from the date of filing of any interim accounting, the Trustee shall, to the extent permitted by law, be forever released and discharged from any liability or accountability to anyone for clerical errors apparent on the face of such accounting. No Participant participant or beneficiary under the Plans, shall have the right to demand or be entitled to any accounting by the Trustee, other than those to which they may be entitled under the law. Notwithstanding any other provision hereof or of the Plans, the Trustee shall not be subject to any liability for any act or omission, regardless of its nature, after three (3) years following the date on which a plaintiff had actual knowledge of such act or omission; provided, however, that in the case of fraud or concealment the Trustee may be held liable at any time within six (6) years after the date of discovery of such error or omission. The Trustee shall determine the fair market value of the Trust Fund in its customary manner at such times as may be required by the Representative, or in order to carry out the provisions of the Plans. All records and accounts maintained by the Trustee with respect to the Trust Fund shall be preserved for such period as may be required under any applicable law. Upon the expiration of any such retention period, the Trustee shall have the right to destroy such records and accounts after first notifying the Company or the Representative in writing of its intention, and transferring to the Company or to the Representative any such books, records, and accounts as requested. The Trustee shall have the right to preserve all books, records, or accounts in original form, or on microfilm, magnetic tape, or any other similar process.

Books, Records and Accounts. The Trustee shall ADMINISTRATOR will keep full and accurate records of the business transacted under this AGREEMENT and detailed accounts will forward to the COMPANY such reports of all investments, receipts and disbursements and other transactions hereunder (including those transactions related to accounts under said business that the management of a designated Investment Manager) and all such accounts, books and records relating thereto shall be open at all reasonable times to inspection and audit by any person designated by the Representative within a reasonable time period following the close COMPANY may prescribe. The ADMINISTRATOR will keep copies of each fiscal year type of Contract issued; the Trust Fund, name and within 120 days, or such other agreed upon time, following the removal or resignation address of the Trustee or the termination of the Trust, the Trustee shall file with the Representative a certified written report setting forth all investments, receipts and disbursements, and other transactions effected during the fiscal year, or other period from the close of the preceding report each Contract Holder to the date of such removal, resignation or termination, including a description of all securities extent that the name and investments then held in the Trust Fund, and such other information customarily address have been provided by the TrusteeContract Holder; a list of locations where Contracts are marketed, sold, offered for sale, issued, made or proposed to be made or administered. Upon the expiration Books, records and accounts may be compiled in various locations but a copy of 180 days following the close of a fiscal year of the Trust Fund for which an annual accounting is filedall books, or 90 days from the date of filing of any interim accountingrecords and accounts must, the Trustee shall, to the extent permitted by lawat all times, be forever released and discharged from any liability kept at the ADMINISTRATOR's premises. The COMPANY or accountability to anyone for clerical errors apparent on the face of such accounting. No Participant or beneficiary under the Plans, shall its representative will have the right to demand or be entitled to any accounting by the Trusteeexamine and audit ADMINISTRATOR's books, other than those to which they may be entitled under the law. Notwithstanding any other provision hereof or of the Plans, the Trustee shall not be subject to any liability for any act or omission, regardless of its nature, after three years following the date on which a plaintiff had actual knowledge of such act or omission; provided, however, that in the case of fraud or concealment the Trustee may be held liable at any time within six years after the date of discovery of such error or omission. The Trustee shall determine the fair market value of the Trust Fund in its customary manner at such times as may be required by the Representative, or in order to carry out the provisions of the Plans. All records and accounts maintained by anytime during normal business hours at the Trustee with respect ADMINISTRATOR's premises, upon ten (10) business days written notice, and to the Trust Fund shall be preserved for such period as may be required under any applicable law. Upon the expiration make copies of any such retention period, the Trustee shall have the right to destroy such records and accounts after first notifying the Company or the Representative in writing of its intentionas it may deem necessary. Except as otherwise indicated herein, and transferring to the Company or to the Representative any such books, records, and accounts as requested. The Trustee shall have the right to preserve all books, recordsaccounts or other documents, with the exception of computer software and software documentation, relating to the Contracts, are the joint property of the COMPANY and ADMINISTRATOR. The books and accounts of the COMPANY will be accepted in full as final evidence for all matters relating to this AGREEMENT. The ADMINISTRATOR will maintain a separate copy of all computer-stored data relating to the subject matter of this AGREEMENT. Such copy will be available to the COMPANY and will be provided immediately to the COMPANY in the event the COMPANY terminates this AGREEMENT or accounts in original formretains a new ADMINISTRATOR to process claims and/ or run off the business that is the subject of this AGREEMENT. The ADMINISTRATOR may keep all records on a computer disk or similar technology, or on microfilm, magnetic tape, or any other similar processbut the records will be capable of duplication to legible hard copy. The ADMINISTRATOR will keep all records pertaining to each Contract for at least seven (7) years after coverage has expired. The provisions of this section will survive termination of this AGREEMENT and will be applicable until all obligations of the parties are finally discharged.

Books, Records and Accounts. The Trustee Throughout the Royalty Term and for a period of at least [***] thereafter, ARIAD SWISSCO shall keep complete and accurate books, records and detailed accounts in accordance with all Regulatory Laws and Regulatory Requirements and sound accounting practice covering all its operations hereunder and as may be necessary for the purpose of calculating all payments due to ARIAD US under this ARTICLE 19 and the required expenditures under Section 15.2. Portions of this Exhibit, indicated by the mxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. ARIAD US shall have the right, throughout the Term and for a period of [***] thereafter, at reasonable times during business hours and upon reasonable notice to ARIAD SWISSCO, to have ARIAD SWISSCO’s books, records and accounts inspected and audited by a reputable independent auditor employed by one of the four major accounting firms to be appointed by ARIAD US and reasonably acceptable to ARIAD SWISSCO, to ensure the accuracy of all investments, receipts reports and disbursements payments made hereunder and other transactions hereunder (including those transactions related to accounts under in respect of all Development Costs and the management of a designated Investment Manager) expenditures made by ARIAD SWISSCO and all such accounts, books and records relating thereto its Affiliates as required in Section 15.2. Such audit shall be open at all reasonable times to covered by confidentiality obligations of the auditor. Such inspection and audit by may not be (i) conducted for any person designated by calendar year more than [***] after the Representative within a reasonable time period following end of such year, (ii) conducted more than once in any [***] period, or (iii) repeated for any [***]. ARIAD SWISSCO shall cooperate with the close independent auditor and make available all work papers and other information related to this Agreement reasonably requested in connection herewith (subject to written obligations of each fiscal year confidentiality to ARIAD SWISSCO). For purposes of (a) payments under this Agreement including Sections 5.3.1, 5.3.2, 5.7.3, 5.7.4, and 5.9 and calculation of any Development Costs that one Party must pay to the other under this Agreement, (b) the determination of the Trust FundCost of Manufacture, (c) calculation of the Year-End Compensating Payment pursuant to Appendix 19.8.2, and within 120 days(d) calculation of manufacturing technology transfer costs, or such other agreed upon time, following the removal or resignation of the Trustee or the termination of the Trust, the Trustee this Section 19.9 shall file with the Representative a certified written report setting forth all investments, receipts and disbursements, and other transactions effected during the fiscal year, or other period from the close of the preceding report apply mutatis mutandi to the date of such removalapplicable Party’s books, resignation or termination, including a description of all securities and investments then held in the Trust Fund, and such other information customarily provided by the Trustee. Upon the expiration of 180 days following the close of a fiscal year of the Trust Fund for which an annual accounting is filed, or 90 days from the date of filing of any interim accounting, the Trustee shall, to the extent permitted by law, be forever released and discharged from any liability or accountability to anyone for clerical errors apparent on the face of such accounting. No Participant or beneficiary under the Plans, shall have the right to demand or be entitled to any accounting by the Trustee, other than those to which they may be entitled under the law. Notwithstanding any other provision hereof or of the Plans, the Trustee shall not be subject to any liability for any act or omission, regardless of its nature, after three years following the date on which a plaintiff had actual knowledge of such act or omission; provided, however, that in the case of fraud or concealment the Trustee may be held liable at any time within six years after the date of discovery of such error or omission. The Trustee shall determine the fair market value of the Trust Fund in its customary manner at such times as may be required by the Representative, or in order to carry out the provisions of the Plans. All records and accounts maintained by and for the Trustee with respect applicable party to the Trust Fund shall be preserved for such period as may be required under any applicable law. Upon the expiration of any such retention period, the Trustee shall have the right to destroy such records and accounts after first notifying the Company or the Representative in writing of its intention, and transferring to the Company or to the Representative any audit such books, records, records and accounts as requested. The Trustee shall have the right to preserve all books, records, or accounts in original form, or on microfilm, magnetic tape, or any other similar processaccounts.