Common use of Records Retention and Review Clause in Contracts

Records Retention and Review. Subject to the other terms of this PD-1 License Agreement, at the request of a Party, which shall not be made more frequently than [***] during the PD-1 Term, upon at least [***] prior written notice, and at the requesting Party’s expense, the other Party shall permit an independent, nationally-recognized certified public accountant selected by the requesting Party and reasonably acceptable to the other Party to inspect (during regular business hours) the relevant records required to be maintained by the other Party for Development Costs incurred hereunder; subject to the Guiding Principles. In every case the accountant must have previously entered into a confidentiality agreement with both Parties substantially similar to the provisions of Article 8 of the Master Collaboration Agreement and limiting the disclosure and use of such information by such accountant to authorized representatives of the Parties. Results of any such review shall be binding on both Parties absent manifest error. Each Party shall treat the results of any such accountant’s review of the other Party’s records as Confidential Information of the non-requesting Party subject to the terms of Article 8 of the Master Collaboration Agreement. If any review reveals a deficiency or overpayment in the calculation and/or payment of royalties by a Party, then (a) the applicable CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. party shall promptly pay the other Party the amount remaining to be paid, and (b) if any such underpayment is by [***] or more in any Calendar Year, the non-requesting Party shall, within [***] of invoice therefor, pay the reasonable Direct Costs incurred by the requesting Party in connection with the review. ARTICLE 4 INTELLECTUAL PROPERTY & EXCLUSIVITY