Common use of Records; Audit Clause in Contracts

Records; Audit. The Parties shall keep or cause to be kept such records as are required in sufficient detail to track and determine, in a manner consistent with GAAP, the accuracy of calculations of all sums or credits due under this Agreement to accurately account for all Direct Development Costs and all items within the Operating Profit or Loss account. Such records shall be retained for a period of the later of: (i) a [**] period following the year in which any payments were made hereunder, and (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or such longer period as may be required by law. [**] per [**] each Party shall have the option to engage, [**], an independent certified public accountant, appointed by the auditing Party and reasonably acceptable to the audited Party, to examine in confidence the books and records of the Party being audited as may be necessary to determine, with respect to any [**], the correctness or completeness of any report or payment required to be made under this Agreement; provided however, that the books and records for any particular [**] shall only be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by the audited Party during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of the audited Party hereunder. If any audit performed under this Section 11.4 (showing the calculation of a reimbursement or payment amount) discloses a variance of more than [**] from the amount of the original report, the audited Party shall bear the full cost of the performance of such audit. Upon the expiration of [**] following the end of any particular [**], the calculation of any such amounts payable with respect to such particular [**] shall be binding and conclusive upon a Party entitled to such audit and the other Party or its Affiliates shall be released from any liability or accountability with respect to such amounts for such [**]. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission.

Records; Audit. The Parties 3.5.1 Each Party shall keep or maintain, and shall cause its Affiliates to be kept such maintain, complete and accurate records as are required in sufficient detail and books of account documenting all expenses and all other data necessary for the calculation of the amounts payable to track and determine, in a manner consistent with GAAP, the accuracy of calculations of all sums or credits due other Party under this Agreement to accurately account for all Direct Development Costs consistent with its standard procedures and all items within policies in the Operating Profit or Loss account. Such records shall be retained ordinary course of business for a period of two years after such expenses are incurred, unless a longer retention period is required by Law. 3.5.2 Upon either Party’s request, the later of: (i) a [**] period following the year in which any payments were made hereunderother Party shall, and (ii) shall cause each of its Affiliates engaged in the expiration performance of activities under this Agreement to, permit the applicable tax statute requesting Party and its Representatives to inspect and audit the records and books of limitations (or any extensions thereof)account maintained by it pursuant to Section 3.5.1 in order to confirm the accuracy and completeness of such records and books of account and all payments hereunder; provided, or such longer period as may be required by law. [**] per [**] each that neither Party shall have the option be entitled to engage, [**], an independent certified public accountant, appointed by the auditing Party exercise its inspection and reasonably acceptable to the audited Party, to examine in confidence the books and records of the Party being audited as may be necessary to determine, with respect to any [**], the correctness or completeness of any report or payment required to be made audit rights under this AgreementSection 3.5.2 more than once per calendar year, unless, in any case, any prior audit resulted in an adjustment to amounts due hereunder. The Party requesting the audit shall bear all out-of-pocket costs and expenses incurred in connection with any inspection or audit performed pursuant to this Section 3.5.2; provided provided, however, that the books audited Party shall reimburse the Party requesting the audit for all reasonable costs and records for expenses incurred by such Party in connection with such inspection or audit if any particular such audit identifies an underpayment to the auditing Party or an overpayment to the audited Party hereunder in excess of [**] ]% of the amounts actually payable. In any case, the full amount of the underpayment or overpayment as applicable shall only be payable to the applicable Party plus accrued interest at a rate equal to the Fed (U.S.) Prime Rate, as of the date such payment was due, as listed in The Wall Street Journal, Eastern edition, or the maximum rate permitted under applicable Law, whichever is less. All information disclosed pursuant to this Section 3.5.2 shall be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by the audited Party during such period but may include, non-disclosure and non-use provisions set forth in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of the audited Party hereunder. If any audit performed under this Section 11.4 (showing the calculation of a reimbursement or payment amount) discloses a variance of more than [**] from the amount of the original report, the audited Party shall bear the full cost of the performance of such audit. Upon the expiration of [**] following the end of any particular [**], the calculation of any such amounts payable with respect to such particular [**] shall be binding and conclusive upon a Party entitled to such audit and the other Party or its Affiliates shall be released from any liability or accountability with respect to such amounts for such [**]. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the CommissionArticle 5.

Records; Audit. The Parties Each Party shall keep keep, and shall cause its Affiliates and Sublicensees or cause Cue Collaborators, as applicable, to be kept such keep, complete and accurate records as are required pertaining to the sale or other disposition of Collaboration Products in sufficient detail to track and determine, in a manner consistent with GAAP, permit the other Party to confirm the accuracy of calculations commercial Milestone Payments and royalty payments (or Sublicensing Revenue, as applicable) due hereunder. Each Party shall keep, and shall cause its Affiliates to keep, complete and accurate records pertaining to its Research Costs and Development Costs in sufficient detail to permit the other Party to confirm the accuracy of all sums or credits payments due under this Agreement to accurately account for all Direct Development Costs and all items within the Operating Profit or Loss accountSection 7.3. Such records shall be retained kept for a such period of the later of: (i) a time required by Applicable Laws, but in no case less than [***] period years following the year in which any payments were made hereunder, and (ii) the expiration end of the applicable tax statute of limitations (or any extensions thereof), or such longer period as may be required by lawCalendar Quarter to which they pertain. [**] per [**] each Each Party shall have the option right to engagehave an independent, certified public accountant reasonably acceptable to the other Party audit such records of the other Party to confirm Net Sales, milestones, royalties, Sublicensing Revenue, and payments under Section 7.3, in the case of LGC as audited Party, and to confirm Net Sales, royalties, Sublicense Revenue, and payments under Section 7.3, in the case of Cue as audited Party, for a period covering not more than [**]*] years following the Calendar Quarter to which they pertain. Such audits may be exercised only once for any period and no more than once per Calendar Year during normal business hours and on a mutually agreeable date (such agreement not to be unreasonably withheld, conditioned or delayed) upon at least [***] days prior written notice to the audited Party. Any such auditor shall not disclose the audited Party’s confidential information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports or invoices furnished by the audited Party or the amount of payments by the audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within [***] days after the accountant’s report, plus interest (as set forth in Section 8.5) from the original due date. Any overpayment by the audited Party revealed by an independent certified public accountantaudit shall be credited against future payments owed by the audited Party to the other Party (and if no further payments are due, appointed shall be refunded by the auditing Party and reasonably acceptable to at the request of the audited Party, to examine in confidence the books and records of the Party being audited as may be necessary to determine, with respect to any [**], the correctness or completeness of any report or payment required to be made under this Agreement; provided however, that the books and records for any particular [**] shall only be subject to one audit). The report auditing Party shall bear the full cost of such accountant shall be limited to a certificate verifying any report made audit unless such audit discloses an underpayment or payment submitted overcharge by the audited Party during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of the audited Party hereunder. If any audit performed under this Section 11.4 (showing the calculation of a reimbursement or payment amount) discloses a variance of more than [***] from of the amount of royalties or other payments due under this Agreement for the original reportaudited period, in which case, the audited Party shall bear the full cost of the performance of such audit. Upon the expiration of [**] following the end of any particular [**], the calculation of any such amounts payable with respect to such particular [**] shall be binding and conclusive upon a Party entitled to such audit and the other Party or its Affiliates shall be released from any liability or accountability with respect to such amounts for such [**]. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission.

Records; Audit. The Parties Each Party shall keep or cause to be kept such maintain complete and accurate records as are required in sufficient detail in relation to track and determine, in a manner consistent with GAAP, this Agreement to permit the other Party to confirm the accuracy of calculations the amount of all sums Development Costs to be reimbursed or credits due shared, achievement of Net Sales milestones, and the amount of royalty and other payments payable under this Agreement Agreement. Each Party will keep such books and records for at least [***] following the Calendar Year to accurately account for all Direct Development Costs and all items within the Operating Profit or Loss accountwhich they pertain. Such Upon reasonable prior notice, such records shall be retained for a period of the later of: (i) a [**] period following the year in which any payments were made hereunder, and (ii) the expiration of the applicable tax statute of limitations (inspected during regular business hours at such place or any extensions thereof), or places where such longer period as may be required records are customarily kept by law. [**] per [**] each Party shall have the option to engage, [**], an independent certified public accountant, appointed accountant (the “Auditor”) selected by the auditing Party and reasonably acceptable to the audited PartyParty for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to examine in confidence be made, by or to the audited Party pursuant to this Agreement. Before beginning its audit, the Auditor shall execute an undertaking acceptable to each Party by which the Auditor agrees to keep confidential all information reviewed during the audit. Such audits may occur no more often than [***]. Each Party shall only be entitled to audit the books and records of from the Party being audited as may be necessary to determine, with respect to any [**], the correctness or completeness of any report or payment required to be made under this Agreement; provided however, that the books and records for any particular [**] in which the audit request is made. The Auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, and shall only be subject to one audit. The report verify the accuracy or inaccuracy of such accountant shall be limited to a certificate verifying any report made or payment submitted the financial reports furnished by the audited Party during or the amount of payments by such period but may includeParty under this Agreement, and, in the case of any inaccuracy, the amount of such inaccuracy. In the event that the accountant final result of the inspection reveals an undisputed underpayment or overpayment, the underpaid or overpaid amount shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of the audited Party hereunder. If any audit performed under this Section 11.4 (showing the calculation of a reimbursement or payment amount) discloses a variance of more than settled within [***] from after the amount of the original Auditor’s report, the audited . The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the performance of such audit. Upon the expiration of audited Party, which underpayment or overpayment was more than [**] following the end of any particular [**], in which case the calculation of any such amounts payable with respect to such particular [**] audited Party shall be binding and conclusive upon a reimburse the auditing Party entitled to such audit and for the other Party or its Affiliates shall be released from any liability or accountability with respect to such amounts costs for such [**]audit. [**] Portions For clarity, the foregoing audit rights may also be exercised by Ovid on behalf of this exhibit have been omitted Lundbeck pursuant to a confidential treatment request. An unredacted version the terms of this exhibit has been filed with the CommissionLundbeck License Agreement.

Records; Audit. The Parties Hyseq shall keep or cause to be kept such records as are required in sufficient detail to track and determine, determine (in a manner consistent with GAAP, ) the accuracy of calculations of all sums or credits due under this License Agreement and to accurately account for the calculations of all Direct Development Costs and all items within the Operating Profit or Loss accountRoyalties due for Licensed Products under this License Agreement. Such records shall be retained for a period of the later of: of (i) a [***] period following the year in which any payments were made hereunder, and hereunder and/or (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or such longer period as may be required by law. [***] per [**] each Party Calendar Year, Amgen shall have the option to engage, [**], engage (at its own expense) an independent certified public accountant, appointed by the auditing Party Amgen and reasonably acceptable to the audited PartyHyseq, to examine in confidence the books and records of the Party being audited Hyseq as may be necessary to determine, with respect to any [**]Calendar Year, the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular [**] Calendar Year shall only be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by the audited Party Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of the audited Party Hyseq hereunder. If any audit performed under this Section 11.4 (showing the calculation of a reimbursement or payment amount) 7.2 discloses a variance of more than [***] from the amount of the original report, showing the audited Party calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq shall bear the full cost of the performance of such audit. Upon the expiration of [***] following the end of any particular [**]Calendar Year, the calculation of any such amounts payable with respect to such particular [**] Calendar Year shall be binding and conclusive upon a Party entitled to such audit Amgen, and the other Party or its Affiliates Hyseq shall be released from any liability or accountability with respect to such amounts for such [**]. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the CommissionCalendar Year.

Records; Audit. The Parties shall keep or cause to be kept such records as are required in sufficient detail to track and determine, in a manner consistent with GAAP, the accuracy of calculations of all sums or credits due under this Agreement to accurately account for all Direct Development Costs and all items within the Operating Profit or Loss account. Such records shall be retained for a period of the later of: (i) a [***] period following the year in which any payments were made hereunder, and (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or such longer period as may be required by law. [**] Once per [**] Calendar Year each Party shall have the option to engage, [**]at its own expense, an independent certified public accountant, appointed by the auditing Party and reasonably acceptable to the audited Party, to examine in confidence the books and records of the Party being audited as may be necessary to determine, with respect to any [**]Calendar Year, the correctness or completeness of any report or payment required to be made under this Agreement; provided however, that the books and records for any particular [**] Calendar Year shall only be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by the audited Party during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of the audited Party hereunder. If any audit performed under this Section 11.4 10.2 (showing the calculation of a reimbursement or payment amount) discloses a variance of more than [***] from the amount of the original report, the audited Party shall bear the full cost of the performance of such audit. Upon the expiration of [***] following the end of any particular [**]Calendar Year, the calculation of any such amounts payable with respect to such particular [**] Calendar Year shall be binding and conclusive upon a Party entitled to such audit and the other Party or its Affiliates shall be released from any liability or accountability with respect to such amounts for such [**]. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the CommissionCalendar Year.

Records; Audit. The Parties Each Party shall keep keep, and shall require its Affiliates, contractors, and Sublicensees to keep, complete and accurate records pertaining to, in the case of Adagene, the performance of each Compound Research Activity and, in the case of Exelixis, the sale or cause to be kept such records as are required other disposition of Products, in each case in sufficient detail to track and determine, in a manner consistent with GAAP, permit the other Party to confirm the accuracy of calculations of all sums or credits any payment due under this Agreement to accurately account hereunder. Each Party will keep such books and records for all Direct Development Costs and all items within the Operating Profit or Loss account. Such records shall be retained for a period of the later of: (i) a [***] period following the year in Calendar Year to which any payments were made hereunder, and (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof)they pertain, or such longer period of time as may be required by lawApplicable Laws. [**] per [**] each Upon reasonable prior notice and during regular business hours at such place or places where such records are customarily kept, a Party shall have may inspect the option to engage, [**], other Party’s records via an independent certified public accountant, appointed accountant (the “Auditor”) selected by the auditing Party and reasonably acceptable to the audited Party, to examine in confidence Party for the books and records sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party being audited as may be necessary pursuant to determine, with respect to any [**], the correctness or completeness this Agreement and of any report payments made, or payment required to be made under made, to such auditing Party pursuant to this Agreement; provided however. Before beginning its audit, that the books and records for any particular [**] Auditor shall only be subject execute an undertaking acceptable to one each Party by which the Auditor agrees to keep confidential all information reviewed during the audit. The report of such accountant Such audits shall be limited to a certificate verifying once each Calendar Year and once with respect to records covering any specific period of time. Such auditor shall not disclose any of the audited Party’s Confidential Information to the auditing Party, and shall only report made or payment submitted whether the financial reports provided by the audited Party during such period but may includeand the amount of payments made to or by a Party are correct or not, in and the amount of any discrepancy. In the event that the accountant final result of the inspection reveals an undisputed underpayment or overpayment, the underpaid or overpaid amount shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of the audited Party hereunder. If any audit performed under this Section 11.4 (showing the calculation of a reimbursement or payment amount) discloses a variance of more than settled within [***] from after the amount of the original Auditor’s report, the audited . The auditing Party shall bear the full cost of such audit unless such audit reveals a discrepancy in the performance auditing Party’s favor of such audit. Upon the expiration of more than [**] following the end of any particular [**], the calculation of any such amounts payable with respect to such particular [**] from the reported amounts, in which case the audited Party shall be binding and conclusive upon a reimburse the auditing Party entitled to such audit and for the other Party or its Affiliates shall be released from any liability or accountability with respect to such amounts reasonable out-of-pocket costs incurred for such [**]. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commissionaudit.

Records; Audit. The Parties shall Each Party will keep or cause to be kept such records as are required in sufficient detail to track and determine, determine (in a manner consistent accordance with GAAP, GAAP or IAS/IFRS) the accuracy of calculations of all sums or credits due under this Agreement including, in the case of Bayer, to accurately account for the calculations of all Direct Development Costs and all items within Royalties due for Licensed Product under this Agreement and, in the Operating Profit or Loss accountcase of ZGEN, to accurately account for the calculations of the Transfer Prices charged to Bayer under the Manufacturing Agreements. Such records shall will be retained for a period of the later of: longer of (i) a [**[ * ] period following the year in which any payments were made hereunder, hereunder and (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or such longer period as may be required by law. [**] Once per [**] calendar year, each Party shall will have the option to engage, [**], engage (at its own expense) an independent certified public accountant, appointed who is bound by the auditing Party appropriate conditions of confidentiality and reasonably acceptable to the audited other Party, to examine in confidence the books and records of the other Party being audited as may be necessary to determine, with respect to any [**the preceding [ * ], the correctness or completeness of any report or payment required to be made under this Agreement; provided however, that the books and records for any particular [**] shall calendar year will only be subject to one (1) audit. The report of such accountant shall will be limited to a certificate verifying any report made or made, payment submitted by the audited Party or price charged during such period but may includeor identifying any overpayment or underpayment, in accompanied by an explanation of the event basis for its determination of such overpayment or underpayment. In addition, if the accountant shall be is unable to verify the correctness of any such paymentpayment or charge, the accountant shall provide information relating to why such payment or charge is unverifiable. All information contained The results of any audit performed under this Section 12.2 may be disputed by the Party whose records were audited in accordance with Article 18. If the audit reveals any such certificate shall be deemed underpayment or over-charge, then the Confidential Information Party whose records were audited will pay any underpayment or over-charge to the other Party, together will all interest accrued thereon, promptly after its receipt of the audited Party hereunderaudit report or, if disputed, promptly after resolution of such dispute. If any audit performed under this Section 11.4 12.2 discloses a variance of more than [ * ] percent ([ * ]%) from the amount of the original report or invoice of the audited Party (showing the calculation of a reimbursement Royalty under Section 10.3 or payment amount) discloses a variance of more than [**] from the amount of Transfer Price under the original reportManufacturing Agreements), the audited Party shall will bear the full cost of the performance of such audit. The result of the audit and the audit report shall be treated as Confidential Information subject to Article 14. Upon the expiration of [**[ * ] following the end of any particular [**]calendar year, the calculation of any such amounts payable or charged with respect to such particular [**] shall calendar year will be binding and conclusive upon a Party entitled to such audit and the other Party or its Affiliates shall be released from any liability or accountability with respect to such amounts for such [**]. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the CommissionParties.

Records; Audit. The Parties Each party will provide the other party with monthly reports that set forth, at a minimum, the calculation of Net Revenue collected by such Party and the details regarding the User transaction (in the case of WGT) and the WSGO Product Line transactions and the WSGO Game advertising and sponsorship transactions (in the case of each party) during the applicable month. During the Term and for twenty-four (24) months thereafter, each party will keep and maintain accurate accounts and records of the Net Revenue it collects. Upon a party’s request, the other party shall keep or cause provide access to be kept such records as are required in sufficient detail to track and determinefor examination, in a manner consistent with GAAP, the accuracy of calculations of all sums or credits due under this Agreement to accurately account for all Direct Development Costs and all items within the Operating Profit or Loss account. Such records shall be retained for a period of the later of: (i) a [**] period following the year in which any payments were made hereunderreproduction, and (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or such longer period as may be required by law. [**] per [**] each Party shall have the option to engage, [**], an independent certified public accountant, appointed audit by the auditing Party and requesting party or its representatives who are reasonably acceptable to the audited Partyparty. Such audit will be conducted during normal business hours, and in a manner so as not to examine in confidence interfere with the books and records audited party’s normal business operations. If any such audit discloses any understatement of the Party being audited as may be necessary to determine, with respect to any [**], the correctness or completeness of any report or payment required to be made payments due under this Agreement; provided however, that the books party with the payment obligation shall immediately pay to the other party any deficiency, plus interest at the rate specified in Section 6.2 above. If the deficiency for the audited period is material (e.g., in excess of ten percent (10%) of the revenue sharing payments actually paid for such audited period), the party with the payment obligation shall reimburse the auditing party for all reasonable and records for any particular [**] shall only be subject documented out-of-pocket costs incurred by the auditing party to one conduct the audit. The report of such accountant shall be limited records relating to a certificate verifying any report made or payment submitted by the audited Party during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate audit shall be deemed the Confidential Information of the audited Party hereunderparty. If any audit performed under this Section 11.4 (showing the calculation of a reimbursement or payment amount) discloses a variance of more than [**] from the amount of the original reportCONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, the audited Party shall bear the full cost of the performance of such audit. Upon the expiration of WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [**] following the end of any particular [**], the calculation of any such amounts payable with respect to such particular [**] shall be binding and conclusive upon a Party entitled to such audit and the other Party or its Affiliates shall be released from any liability or accountability with respect to such amounts for such [**HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission.

Records; Audit. The Parties Each Party shall keep or cause to be kept such maintain complete and accurate records as are required in sufficient detail in relation to track and determine, in a manner consistent with GAAP, this Agreement to permit the other Party to confirm the accuracy of calculations the amount of all sums or credits due under this Agreement to accurately account for all Direct Development Costs and all items within the Operating Profit Cost of Goods to be reimbursed or Loss accountshared, achievement of commercial milestones, the amount of royalty and other payments under this Agreement. Such Each Party will keep such books and records for at least [ * ] following the Calendar Year to which they pertain. Upon reasonable prior notice, such records shall be retained for a period of the later of: (i) a [**] period following the year in which any payments were made hereunder, and (ii) the expiration of the applicable tax statute of limitations (inspected during regular business hours at such place or any extensions thereof), or places where such longer period as may be required records are customarily kept by law. [**] per [**] each Party shall have the option to engage, [**], an independent certified public accountant, appointed accountant (the “Auditor”) selected by the auditing Party and reasonably acceptable to the audited PartyParty for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to examine be made, by or to the audited Party pursuant to this [ * ] = Certain confidential information contained in confidence this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Agreement. Before beginning its audit, the Auditor shall execute an undertaking acceptable to each Party by which the Auditor agrees to keep confidential all information reviewed during the audit. Such audits may occur no more often than once each Calendar Year and not more frequently than once with respect to records covering any specific period of time. Each Party shall only be entitled to audit the books and records from the [ * ] Calendar Years prior to the Calendar Year in which the audit request is made. Such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the Party being audited as may be necessary to determine, with respect to any [**], the correctness or completeness of any report or payment required to be made under this Agreement; provided however, that the books and records for any particular [**] shall only be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted financial reports furnished by the audited Party during such period but may include, in or the event the accountant shall be unable amount of payments to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of or by the audited Party hereunder. If any audit performed under this Section 11.4 (showing Agreement. In the calculation of a reimbursement or payment amount) discloses a variance of more than [**] from event that the amount final result of the original reportinspection reveals an undisputed underpayment or overpayment, the audited underpaid or overpaid amount shall be settled within [ * ] after the Auditor’s report. The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the performance audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than [ * ] percent ([ * ]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. Upon With respect more specifically to the expiration Development Costs to be paid or shared pursuant to Section 9.2, in addition to the right of [**] following the end of any particular [**]inspection and audit by an Auditor, the calculation Party making the payment (the “Payor”) shall have the right at its expense to review any records of any out-of-pocket costs and expenses incurred by the Party requesting the payment (the “Payee”) and time-keeping logs of Payee sufficient to justify the work-time spent by each FTE of the Payee as well as the books of the Payee upon reasonable notice sent by Payor to Payee and during regular business hours. For clarity, making such amounts payable with respect to such particular [**] a payment does not preempt the paying Party’s audit rights under this Section 10.4, which remain in full force and effect. Payee’s FTE’s work-time shall be binding and conclusive upon a Party entitled to such audit appropriately allocated between the other product and the other Party or its Affiliates shall be released from any liability or accountability with respect Product for purpose of calculating the internal costs specifically dedicated to such amounts for such [**]. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the CommissionProduct.

Records; Audit. The Parties shall keep or (a) Each Party will keep, and will use commercially reasonable efforts to cause its Affiliates and Third Party distributors to be kept keep, such records as are required in sufficient detail necessary to track and determine, in a manner consistent with United States Generally Accepted Accounting Principles or International Financial Reporting Standards when required (“GAAP”), the accuracy of calculations of all sums or credits amounts due to the other Party under this Agreement to accurately account for all Direct Development Costs and all items within the Operating Profit or Loss accountAgreement. Such records shall will be retained for a period of the later of: no less than three (i3) a [**] period years following the year in which any payments were a payment was made hereunder, . Once per Calendar Year and once within six (ii6) the months after termination or expiration of this Agreement, the applicable tax statute of limitations receiving Party (or any extensions thereof), or such longer period as “Payee”) may be required by law. [**] per [**] each Party shall have the option to engage, [**]at its own expense, an independent certified public accountant, appointed by the auditing Party and accountant who is reasonably acceptable to the audited Partypaying Party (“Payor”), to examine examine, in confidence confidence, the books and records of the Party being audited Payor as may be necessary to determine, with respect to any [**]Calendar Year for which the Payor retains records in accordance with the previous sentence, the correctness or completeness of any report or payment required to be made under this Agreement; provided however, that the books and records for any particular [**] shall only be subject to one audit. The report of such accountant shall will be limited to a certificate verifying the correctness or incorrectness of any report payment made or payment submitted by the audited Party during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiablePayor. All information contained in any such certificate shall will be deemed the Confidential Information of the audited Party hereunder. Payor. (b) If any audit performed under this Section 11.4 (showing 4.5 discloses an underpayment or an overpayment, any amount underpaid or overpaid, as the calculation of a reimbursement case may be, will be paid or payment amount) discloses a variance of refunded promptly to the appropriate Party, as applicable, plus interest as provided in Section 4.8. If any underpayment is more than [**] five percent (5%) from the amount of the original reportpayment calculation, the audited Party shall bear Payor will reimburse the full Payee for the reasonable cost of the performance of such the audit. Upon the expiration of [**] following the end of any particular [**], the calculation of any such amounts payable with respect to such particular [**] shall be binding and conclusive upon a Party entitled to such audit and the other Party or its Affiliates shall be released from any liability or accountability with respect to such amounts for such [**]. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission.Royalty Agreement 23

Records; Audit. The Parties shall keep or cause to be kept such records as are required in sufficient detail to track and determine, in a manner consistent with GAAP, the accuracy of calculations of all sums or credits due under this Agreement to accurately account for all Direct Development Costs and all items within the Operating Profit or Loss account. Such records shall be retained for a period of the later of: (i) a [***] period following the year in which any payments were made hereunder, and (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or such longer period as may be required by law. [**] Once per [**] Calendar Year each Party shall have the option to engage, [**]at its own expense, an independent certified public accountant, appointed by the auditing Party and reasonably acceptable to the audited Party, to examine in confidence the books and records of the Party being audited as may be necessary to determine, with respect to any [**]Calendar Year, the correctness or completeness of any report or payment required to be made under this Agreement; provided however, that the books and records for any particular [**] Calendar Year shall only be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by the audited Party during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of the audited Party hereunder. If any audit performed under this Section 11.4 10.2 (showing the calculation of a reimbursement or payment amount) discloses a variance of more than [***] from the amount of the original report, the audited Party shall bear the full cost of the performance of such audit. Upon the expiration of [***] following the end of any particular [**]Calendar Year, the calculation of any such amounts payable with respect to such particular [**] Calendar Year shall be binding and conclusive upon a Party entitled to such audit and the other Party or its Affiliates shall be released from any liability or accountability with respect to such amounts for such [**]Calendar Year. [***] Portions of this exhibit have been omitted pursuant to a confidential treatment requestINDICATES THAT CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24B-2. An unredacted version of this exhibit has been filed with the CommissionCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Records; Audit. The Parties 4.7.1 Each Party shall keep or and maintain, and shall cause its Affiliates to be kept such keep and maintain, complete and accurate records as are required in sufficient detail and books of account documenting all expenses and all other data necessary for the calculation of the amounts payable to track and determine, in a manner consistent with GAAP, the accuracy of calculations of all sums or credits due any other Party under this Agreement to accurately account for all Direct Development Costs consistent with its standard procedures and all items within policies in the Operating Profit or Loss account. Such records shall be retained ordinary course of business for a period of five (5) years after such expenses are incurred or, if longer, any retention period required by Applicable Law. In the later of: (i) a [**] period following event of any inconsistency between Section 2.12 and Section 3.7.1 regarding the year in which any payments were made hereunderdocument retention obligations of Seller, Section 2.12 will govern. 4.7.2 Upon either Seller’s or the Company’s request, the other such Party shall, and (ii) shall cause each of its Affiliates engaged in the expiration performance of activities under this Agreement to, permit the applicable tax statute requesting Party and its Representatives to audit the records and books of limitations (or any extensions thereof)account maintained by it pursuant to Section 3.7.1 in order to confirm the accuracy and completeness of such records and books of account and all payments hereunder; provided, or such longer period as may be required by law. [**] per [**] each that no Party shall have the option be entitled to engage, [**], an independent certified public accountant, appointed by the auditing Party and reasonably acceptable to the audited Party, to examine in confidence the books and records of the Party being audited as may be necessary to determine, with respect to any [**], the correctness or completeness of any report or payment required to be made exercise its audit rights under this AgreementSection 3.7.2 more than once per Calendar Year, unless, in any case, any prior audit resulted in an adjustment to amounts due or the Payments hereunder. The Party requesting the audit shall bear all out-of-pocket costs and expenses incurred in connection with any audit performed pursuant to this Section 3.7.2; provided provided, however, that the books audited Party shall reimburse the Party requesting the audit for all reasonable costs and records for expenses incurred by such Party in connection with such audit if any particular [**] such audit identifies an underpayment to the auditing Party or an overpayment to the audited Party hereunder in excess of 10% of the amounts actually payable. In any case, the full amount of the underpayment or overpayment as applicable shall only be payable to the applicable Party plus accrued interest at the rate set forth in Section 3.5.2. All information disclosed pursuant to this Section 3.7.2 shall be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by the audited Party during such period but may include, non-disclosure and non-use provisions set forth in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of the audited Party hereunder. If any audit performed under this Section 11.4 (showing the calculation of a reimbursement or payment amount) discloses a variance of more than [**] from the amount of the original report, the audited Party shall bear the full cost of the performance of such audit. Upon the expiration of [**] following the end of any particular [**], the calculation of any such amounts payable with respect to such particular [**] shall be binding and conclusive upon a Party entitled to such audit and the other Party or its Affiliates shall be released from any liability or accountability with respect to such amounts for such [**]. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the CommissionArticle 5.

Records; Audit. The Parties shall During the Term of this Agreement and for [****] thereafter, each Party agrees to keep or cause all usual and proper records and books of account and all usual and proper entries relating to be kept such records as are required in sufficient detail to track the computation, collection and determinedistribution of the advertising and other revenues, in a manner consistent with GAAPif any, the accuracy of calculations of all sums or credits due under this Agreement to accurately account for all Direct Development Costs Agreement. During the Term and all items within the Operating Profit or Loss account. Such records shall be retained for a period of the later of: (i) a [****] period following thereafter, each Party (the year in which any payments were "AUDITING PARTY") shall have the right to cause an audit and/or inspection to be made hereunder, and (ii) the expiration of the applicable tax statute records and facilities of limitations the other Party (the "AUDITED PARTY") in order to verify statements issued by the Audited Party and the Audited Party's compliance with the terms of this Agreement. Any such audit shall be conducted by an independent certified public accountant selected by the Auditing Party. Any audit and/or inspection shall be conducted during regular business hours at the Audited Party's facilities with or any extensions thereof), without notice. The Audited Party agrees to provide the Auditing Party's designated audit or such longer period as may inspection team access to the relevant records and facilities. Such audits shall be required by law. made no more often than [**] per **]. If an audit reveals that the Audited Party has under-paid the Audited Party by [****] each or more of the amounts due for any audited period of time, the Audited Party shall have make immediate payment to the option to engageAuditing Party of all amounts due, plus interest for any period when such amounts were originally due and not paid, calculated using the [****] during such time when any payment was due [****], an independent certified public accountant, appointed and shall pay the Auditing Party all costs and expenses incurred by the auditing Party and reasonably acceptable to the audited Party, to examine party in confidence the books and records of the Party being audited as may be necessary to determine, with respect to any [**], the correctness or completeness of any report or payment required to be made under this Agreement; provided however, that the books and records for any particular [**] shall only be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by the audited Party during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of the audited Party hereunder. If any audit performed under this Section 11.4 (showing the calculation of a reimbursement or payment amount) discloses a variance of more than [**] from the amount of the original report, the audited Party shall bear the full cost of the performance of such audit. Upon the expiration of [**] following the end of any particular [**], the calculation of any such amounts payable with respect to such particular [**] shall be binding and conclusive upon a Party entitled to conducting such audit and the other Party collecting such payments, including, but not limited to, any amounts paid to any outside auditor or its Affiliates shall be released from any liability or accountability with respect to such amounts for such [**]. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commissionattorney.