Common use of Records Retention Audit Clause in Contracts

Records Retention Audit. (a) Until [***], AstraZeneca and its Affiliates shall keep or cause to be kept accurate records or books of account in accordance with applicable generally accepted accounting principles showing all information and data that is necessary for the accurate determination of the royalties and other payments due hereunder with respect to the sale or other Exploitation of Licensed Product. (b) Upon the written request of Nektar, AstraZeneca shall permit a qualified accountant or a person possessing similar professional status and associated with an independent accounting firm of nationally recognized standing selected by Nektar and reasonably acceptable to AstraZeneca to inspect during regular business hours and [***], all or any part of AstraZeneca’s and its Affiliates’ records and books necessary to check the accuracy of the royalties and other amounts paid under this Agreement. The accounting firm shall enter into an appropriate agreement with AstraZeneca to treat all information it receives during its inspection in confidence. The accounting firm shall disclose to Nektar and AstraZeneca only whether the royalty reports and other payment amounts made are correct and details concerning any discrepancies, but no other information shall be disclosed to Nektar. The charges of the accounting firm shall be paid by Nektar, except that if the royalties or other payments have been [***], the charges shall be paid by AstraZeneca. If Nektar does not exercise its right under this Section 7.14(b) with respect to [***] within the time period allotted therefor, it shall constitute a waiver by Nektar of its right to later object to any payments made by AstraZeneca under this Agreement [***]. EXECUTION VERSION

Records Retention Audit. (a) Until [***], AstraZeneca and its Affiliates 9.3.1 Avanir shall keep or cause to be kept accurate records or books of account in accordance with applicable generally accepted accounting principles showing all information that, in reasonable detail, fairly reflect the reimbursable FTEs. Such books and data that is necessary for the accurate determination records shall include attendance records, records of the royalties and other payments due hereunder with respect allocation of FTEs to the sale Research CONFIDENTIAL TREATMENT REQUESTED Collaboration, and the accomplishment of activities measured against the Research Plan, and shall be maintained by Avanir for at least *** years following the end of the Calendar Year to which they pertain or other Exploitation such longer period of Licensed Producttime required by Applicable Law. (b) 9.3.2 Upon the written request of NektarAstraZeneca, AstraZeneca Avanir shall permit a qualified certified public accountant or a person possessing similar professional status and associated with an independent accounting firm of nationally recognized standing selected by Nektar and reasonably acceptable to AstraZeneca the Parties to inspect during regular business hours and [no more than once *** and going back no more than *]** years after receipt of the respective invoice and report pursuant to Section 9.2, nor more than once with respect to any such year, all or any part of AstraZeneca’s and its Affiliates’ Avanir's records and books necessary to check the accuracy of the royalties verify such invoices and other amounts paid under this Agreementreports. The accounting firm shall enter into an appropriate agreement obligations with AstraZeneca Avanir to treat all information it receives during its inspection in confidence. The accounting firm shall disclose to Nektar Avanir and AstraZeneca only whether the royalty such invoices and reports and other payment amounts made are correct and details concerning any discrepancies, but no other information shall be disclosed to NektarAstraZeneca. The charges of the accounting firm shall be paid by NektarAstraZeneca, except that if the royalties or other payments have been [FTEs allocated to the Research Collaboration were less than *** percent (***]%) of what was required from Avanir during the period under review, the charges shall be paid by AstraZeneca. If Nektar does not exercise its right under this Section 7.14(b) with respect to [***] within the time period allotted therefor, it shall constitute a waiver by Nektar of its right to later object to any payments made by AstraZeneca under this Agreement [***]. EXECUTION VERSIONAvanir.

Records Retention Audit. (a) Until [***], AstraZeneca and its Affiliates 4.7.1 Palatin shall keep or cause to be kept accurate records or books of account in accordance with applicable generally accepted accounting principles showing all information that, in reasonable detail, fairly reflect the reimbursable FTEs. Such books and data that is necessary records shall include attendance records (specifically including name and hours for the accurate determination each attendee), records of the royalties and other payments due hereunder with respect allocation of FTEs to the sale Study, and the accomplishment of activities measured against the Study Plan, and shall be maintained by Palatin *** following the end of the Calendar Year to which they pertain or other Exploitation such longer period of Licensed Producttime required by Applicable Law. (b) 4.7.2 Upon the written request of NektarAstraZeneca during the Term and *** thereafter, AstraZeneca Palatin shall permit a qualified certified public accountant or a person possessing similar professional status and associated with an independent accounting firm of nationally recognized standing selected by Nektar and reasonably acceptable to AstraZeneca the Parties to inspect during regular business hours and [***], no more than once per Calendar Year all or any part of AstraZenecaPalatin’s and its Affiliates’ records and books necessary to check the accuracy of the royalties verify such invoices and other amounts paid under this Agreementreports. The accounting firm shall enter into an appropriate agreement obligations with AstraZeneca Palatin to treat all information it receives during its inspection in confidence. The accounting firm shall disclose to Nektar Palatin and AstraZeneca only whether the royalty such invoices and reports and other payment amounts made are correct and details concerning any discrepancies, but no other information shall be disclosed to NektarAstraZeneca. The charges of the accounting firm shall be paid by NektarAstraZeneca, except that if the royalties or other payments have been [FTEs allocated were ***], the charges shall be paid by AstraZeneca. If Nektar does not exercise its right under this Section 7.14(b) with respect to [***] within the time period allotted therefor, it shall constitute a waiver by Nektar of its right to later object to any payments made by AstraZeneca under this Agreement [***]. EXECUTION VERSION.