Common use of Full and Accurate Records Clause in Contracts

Full and Accurate Records. UNIVERSITY may from time to time and at any reasonable time, not exceeding once every twelve (12) months, through individuals as UNIVERSITY may designate, inspect the books and records of RAINDANCE and its Affiliates in order to verify the accuracy of any reported statement by RAINDANCE of sums paid or payable, or of any other material obligation under this Agreement. RAINDANCE shall keep, and shall cause its Affiliates and Sublicensees to keep, full and accurate books and records in sufficient detail so that RAINDANCE’s compliance with its obligations under this Agreement can be properly determined without undue delay or difficulty. Such books and records shall be maintained for at least five (5) years after the Royalty reporting period(s) to which they relate. Books and records shall include but not CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. be limited to: accounting general ledgers; invoice/sales registers; original invoice and shipping documents; federal and state business tax returns; company financial statements; sales analysis reports; inventory and or manufacturing records; sublicense and distributor agreements; price lists, product catalogs and other marketing materials; and laboratory notebooks. After completion of any such examination, UNIVERSITY shall promptly notify RAINDANCE in writing of any proposed modification to RAINDANCE’s statement of sums due and payable. Such examination shall be made at the expense of UNIVERSITY, unless such examination discloses a discrepancy of [****] or more in the amount of Royalties and other payments due UNIVERSITY. In such case RAINDANCE shall be responsible for reimbursing UNIVERSITY for the examination fee and expenses charged by the auditor. Any underpayment as determined by the auditor will bear interest at [****] per month from the date the royalty payment was due. RAINDANCE agrees to pay past due royalties for any royalty deficiency error as determined by the auditor, including any royalty deficiency for periods prior to the period under audit. UNIVERSITY and the auditor shall maintain in confidence such inspection and the resulting report. The auditor may from time to time consult the UNIVERSITY and any of its employees or third party counsel on questions as they relate to the Agreement. The auditor may not disclose financial or proprietary information except as required to conduct the audit, to report the results of the audit, or as otherwise permitted by this Agreement or if the information already exists in the public domain. No other confidentiality agreement shall be required to conduct the audit of the RAINDANCE’s books and records.

Full and Accurate Records. UNIVERSITY University may from time to time and at any reasonable time, not exceeding once every twelve (12) months[***], through individuals independent auditors reasonably acceptable to Company, as UNIVERSITY University may designate, inspect and copy the books and records of RAINDANCE and its Affiliates Company in order to verify the payments due hereunder, the accuracy of any reported Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. statement by RAINDANCE of sums paid or payableCompany, or of any other material obligation under this Agreement. RAINDANCE shall Company and its Affiliates will keep, and shall will cause its Affiliates and Sublicensees to keep, continuous, full and accurate books and records in sufficient detail so that RAINDANCECompany’s compliance with its obligations under this Agreement can be properly determined without undue delay or difficulty. Such Company will use commercially reasonable efforts to obtain the right for University to inspect and audit the records of Company’s Licensed Entities on the same terms applicable to Company’s books and records. Company agrees to include usual and customary audit provisions in its Sublicenses, and agrees to share with University the results of any audit it conducts that are relevant to the Licensed Products. If University makes a reasonable determination that an audit of a Licensed Entity may be appropriate, University will notify Company and the Parties will discuss in good faith the best course of action. University reserves the right to require Company to audit a Licensed Entity. The books and records shall of Company and Licensed Entities will be maintained for at least five (5) years [***] after the activity or Royalty reporting period(s) to which they relate. Books and records shall will include but not CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. be limited to: accounting general ledgers; invoice/sales registers; original invoice and shipping documents; federal and state business tax returns; company returns;company financial statements; sales analysis reports; inventory and or and/or manufacturing records; sublicense and distributor agreements; price lists, product catalogs and other marketing materials; , in each case, solely as they relate to Licensed Products. Company will, and laboratory notebooks. After completion will cause all other Licensed Entities to, comply with this Section 5.A. University shall provide to Company a full copy of any audit report that concludes that Company has underpaid any amount to University, to allow Company to respond to any such examination, UNIVERSITY shall promptly notify RAINDANCE in writing of any proposed modification to RAINDANCE’s statement of sums due and payablereport. Such examination shall Any audit inspection will be made at the expense of UNIVERSITYUniversity, unless such examination discloses a discrepancy of [****] or more in the amount of Royalties and other payments due UNIVERSITYUniversity in any audit period. In such case RAINDANCE shall Company will be responsible for reimbursing UNIVERSITY University for the examination fee and expenses charged by the auditorauditor along with the underpayment. Any underpayment as determined by the auditor will bear interest at [****] per month from the date the royalty payment was due. RAINDANCE agrees to as described in Section 3.G. Company will pay past due royalties payments for any royalty deficiency error as determined by the auditorerror, including any royalty payment deficiency for periods prior to the period under auditinspection, within [***] of written notice thereof. UNIVERSITY University and the auditor shall will maintain in confidence such inspection and the resulting report. The auditor shall, prior to any audit, enter into a confidentiality agreement with Company and, if the audit involves any Licensed Entity that is not the Company, with the relevant Licensed Entity, and may from time to time consult the UNIVERSITY University and any of its employees or third party counsel on questions as they relate to this Agreement; provided, the Agreement. The auditor may not disclose to University or its representatives any financial or proprietary information except as required to conduct the auditinspection, to report and substantiate the results of the auditresults, or as otherwise permitted by this Agreement Agreement, or if the information is already exists in publicly known. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the public domain. No other confidentiality agreement shall be required to conduct the audit of the RAINDANCE’s books Securities and recordsExchange Commission.

Full and Accurate Records. UNIVERSITY may from time to time and at any reasonable time, not exceeding once every twelve (12) months, through individuals as UNIVERSITY may designate, inspect the books and records of RAINDANCE LICENSEE and its Affiliates in order to verify the accuracy of any reported statement by RAINDANCE LICENSEE of sums paid or payable, or of any other material obligation under this Agreement. RAINDANCE LICENSEE shall keep, and shall cause its Affiliates and Sublicensees to keep, full and accurate books and records in sufficient detail so that RAINDANCE’s LICENSEE's compliance with its obligations under this Agreement can be properly determined without undue delay or difficulty. Such books and records shall be maintained for at least five (5) years after the Royalty reporting period(s) to which they relate. Books and records shall include but not CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. be limited to: accounting general ledgers; invoice/sales registers; original invoice and shipping documents; federal and state business tax returns; company LICENSEE financial statements; sales analysis reports; inventory and or manufacturing records; sublicense and distributor agreements; price lists, product catalogs and other marketing materials; and laboratory notebooks. All such information shall be treated as confidential pursuant to Section 8. After completion of any such examination, UNIVERSITY shall promptly notify RAINDANCE LICENSEE in writing of any proposed modification to RAINDANCE’s LICENSEE's statement of sums due and payable. Such examination shall be made at the expense of UNIVERSITY, unless such examination discloses a discrepancy of [****] five percent (5%) or more in the amount of Royalties and other payments due UNIVERSITY. In such case RAINDANCE LICENSEE shall be responsible for reimbursing UNIVERSITY for the examination fee and expenses charged by the auditor. Any underpayment as determined by the auditor will bear interest at [****] five percent (5%) per month from the date the royalty payment was due. RAINDANCE LICENSEE agrees to pay past due royalties for any royalty deficiency error as determined by the auditorerror, including any royalty deficiency for periods prior to the period under audit. UNIVERSITY and the auditor shall maintain in confidence such inspection and the resulting report. The auditor may from time to time consult the UNIVERSITY and any of its employees or third party counsel on questions as they relate to the Agreement. The auditor may not disclose financial or proprietary information except as required to conduct the audit, to report the results of the audit, or as otherwise permitted by this Agreement or if the information already exists in the public domain. No other confidentiality agreement shall be required to conduct the audit of the RAINDANCE’s LICENSEE's books and records.

Full and Accurate Records. UNIVERSITY University may from time to time and at any reasonable time, not exceeding once every twelve (12) months, through such properly qualified individuals to whom Company has no reasonable objection (“Auditor”) as UNIVERSITY University may designate, inspect the books and records of RAINDANCE and its Affiliates Company or any other Licensed Entity in order to verify the accuracy of any reported statement by RAINDANCE Company of sums paid or payable, or of any other material obligation under this Agreement. RAINDANCE shall Company will keep, and shall will cause its Affiliates and Sublicensees all other Licensed Entities to keep, full and accurate books and records relating to the rights and obligations under this Agreement, of Licensed Products made, used or sold, of Licensed Services used and any amounts payable to University in relation to this Agreement (“Agreement Records”) in sufficient detail to confirm the accuracy of any reports delivered to University so that RAINDANCECompany’s compliance with its payment obligations under this Agreement can be properly determined without undue delay or difficulty. Such books and records shall will be maintained for at least five (5) years after the Royalty reporting period(s) to which they relate. Books and records shall include will be limited to Agreement Records, including but not CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. be limited to: accounting general ledgers; invoice/sales registers; original invoice and shipping documents; federal and state business tax returns; company financial statements; sales analysis reports; inventory and or and/or manufacturing records; sublicense and distributor agreements; price lists, ; product catalogs and other marketing materials; materials to the extent necessary to verify the accuracy of Company’s reports to University under Section 3.E and laboratory notebooks. After completion this Section 5.A. Company shall, and shall cause all other Licensed Entities to, comply with this Section 5.A. A copy of any such examination, UNIVERSITY report provided by the Auditor shall promptly notify RAINDANCE in writing of any proposed modification be provided to RAINDANCE’s statement of sums due and payableCompany at the time that it is provided to University. Such examination inspection rights may be exercised only for those Agreement Records relating to the Net Sales of Licensed Products, Licensed Services and Net Sublicensing Revenues not previously inspected upon a mutually acceptable date and upon not less than thirty (30) days advance written notice, and shall be made at conducted during the expense normal business hours of UNIVERSITYCompany. In the event that any inspection performed under this Section reveals an underpayment in excess of five percent (5%) for any calendar year, unless Company shall bear the reasonable out of pocket cost of such examination discloses a discrepancy inspection and shall remit to University within thirty (30) days of [****] receiving notice thereof any additional sum that would have been payable to University had Company reported correctly, plus interest due for late payment as specified in Section 3.J. or more University will promptly refund to Company any over payment. University and the Auditor shall use the information gathered in the amount inspection solely for the purpose of Royalties and other verifying payments due UNIVERSITY. In such case RAINDANCE shall be responsible for reimbursing UNIVERSITY for the examination fee to University and expenses charged by the auditor. Any underpayment as determined by the auditor will bear interest at [****] per month from the date the royalty payment was due. RAINDANCE agrees to pay past due royalties for any royalty deficiency error as determined by the auditor, including any royalty deficiency for periods prior to the period under audit. UNIVERSITY and the auditor shall maintain in confidence such inspection and the resulting report. The auditor Auditor may from time to time consult University, limited to D▇. ▇▇▇▇▇ ▇▇▇▇▇▇, University’s P▇▇▇▇▇ Center for Entrepreneurship and Innovation’s (“P▇▇▇▇▇ Center”) financial officers and administration and the UNIVERSITY and any of its employees P▇▇▇▇▇ Center’s project management team or third internal or third-party counsel on questions as they relate to the Agreementinspection. The auditor Auditor may not disclose financial or proprietary information except as required to conduct the audit, for such consultation and to report the results of the audit, or as otherwise permitted by this Agreement audit or if the information already exists in the public domain. No other confidentiality agreement shall will be required to conduct the audit of the RAINDANCECompany’s books and records.