Common use of Reports and Records Clause in Contracts

Reports and Records. 6.1 Licensee shall keep, and shall require its Affiliates and Sublicensees to keep, full, true and accurate books of account in accordance with generally accepted accounting principles and containing sufficient detail to enable CMCC to determine the royalty and other amounts payable to CMCC under this Agreement. Said books of account shall be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and the supporting data shall be retained for at least three (3) years following the end of the calendar year to which they pertain. 6.2 Licensee agrees to permit an auditor selected by CMCC or HARVARD and reasonably acceptable to Licensee to have access, during the term of this Agreement and for a period of three (3) years thereafter, and during ordinary business hours after reasonable advance written notice to Licensee, to such records as may be necessary, in the opinion of such auditor, to determine the correctness of any report and/or payment made under this Agreement. Such an auditor shall be at CMCC’s or HARVARD’s, as appropriate, expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third party. 6.3 Licensee shall deliver to CMCC true and accurate reports by February 15th, for the period July 1 through December 31 of the previous year, and on August 15th, for the period January 1st through June 30th of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s activities with respect to achieving the objectives of the Development Plan described in Article IV above. These reports shall include at least the following: 1. Gross Compensation received by Licensee by country. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of Licensed Products and Licensed Processes manufactured and sold. 5. Aggregate ▇▇▇▇▇▇▇▇ for Licensed Products and Licensed Processes sold. 6. Applicable deductions. 7. Total royalties due. 8. Names and addresses of all sublicensees of Licensee. 9. Licensed Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 With each such report submitted under subparagraph 6.3, Licensee shall pay to CMCC the compensation due and payable under this Agreement. If no payments shall be due, Licensee shall so report.

Reports and Records. 6.1 Licensee 10.1 Commencing one (1) year after the first sale, the LICENSEE shall keep, and shall require its Affiliates and Sublicensees furnish to keep, full, true and accurate books of account LICENSOR a report in accordance with generally accepted accounting principles and containing sufficient detail to enable CMCC to determine the royalty and other amounts payable to CMCC under this Agreement. Said books of account shall be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and the supporting data shall be retained for at least three (3) years following the end of the calendar year to which they pertain. 6.2 Licensee agrees to permit an auditor selected by CMCC or HARVARD and reasonably acceptable to Licensee to have access, writing specifying during the term of this Agreement and for a period of three preceding calendar quarter (3a) years thereafter, and during ordinary business hours after reasonable advance written notice to Licensee, to such records as may be necessary, in the opinion of such auditor, to determine the correctness of any report and/or payment made under this Agreement. Such an auditor shall be at CMCC’s number or HARVARD’s, as appropriate, expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third party. 6.3 Licensee shall deliver to CMCC true and accurate reports by February 15th, for the period July 1 through December 31 of the previous year, and on August 15th, for the period January 1st through June 30th of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s activities with respect to achieving the objectives of the Development Plan described in Article IV above. These reports shall include at least the following: 1. Gross Compensation received by Licensee by country. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number amount of Licensed Products and Licensed Processes manufactured and sold. 5. Aggregate sold hereunder by LICENSEE, and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products and Licensed Processes sold. 6, (c) deductions as applicable in paragraph 1.6. Applicable deductions. 7. Total (d) total royalties due. 8. Names , (e) names and addresses of all sublicensees Sublicensees. Such reports shall be due within forty-five (45) days following the last day of Licenseeeach calendar quarter in each year during the term of this Agreement. Each WPB:404886:1 Such report shall be accompanied by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof. 9. Licensed Products manufactured and sold 10.2 For a period of three (3) years from the date of each report pursuant to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. GovernmentParagraph 10. 6.4 With 1. LICENSEE shall keep records adequate to verify each such report submitted under subparagraph 6.3, Licensee shall pay and accompanying payment made to CMCC the compensation due and payable LICENSOR under this Agreement, and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICENSEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. If no Such accountant or accounting firm shall not disclose to LICENSOR any information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be due, Licensee borne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent. the cost of the audit shall so reportbe paid by LICENSEE. 10.3 LICENSOR shall promptly inform LICENSEE of all Improvements (including results of all clinical trials) made during the term of the Agreement. LICENSEE shall keep each Improvement confidential for a period of ninety (90) days following its disclosure to LICENSEE in order to provide sufficient time to file a patent application on said Improvement.

Reports and Records. 6.1 Licensee 5.1 NURSERY shall keepprovide written annual reports within sixty (60) days of the end of each calendar year detailing the progress made in protecting, propagating and marketing the Licensed Variety in Licensed Territory One and Licensed Territory Two. 5.2 After notification of the first commercial sale of Licensed Products, NURSERY shall submit to USDA within sixty (60) days after each calendar half year ending June 30th and December 31st, reports setting forth for the preceding six (6) month period the amount of Licensed Products sold by NURSERY, and its sublicensees, and the royalties due pursuant to Paragraph 4.2 above. The report shall require include the number of units of Licensed Products sold, price per unit, and any deductions taken for returns or replacements. NURSERY shall also include an itemized accounting of all payments other than royalties due to USDA pursuant to Paragraph 4.5 above. A written report shall be due for each reporting period whether or not any royalties are due to USDA. 5.3 NURSERY, and its Affiliates sublicensees, shall keep accurate and Sublicensees complete records as are required for the determination of royalties owed to keep, full, true and accurate books of account in accordance with generally accepted accounting principles and containing sufficient detail USDA pursuant to enable CMCC to determine the royalty and other amounts payable to CMCC under this Agreement. Said books of account shall be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and the supporting data Such records shall be retained for at least three five (35) years following a given reporting period. Upon reasonable notice and at the end expense of the calendar year to which they pertain. 6.2 Licensee agrees to permit USDA, such records shall be available during normal business hours for inspection by an auditor accountant selected by CMCC or HARVARD USDA and reasonably acceptable approved by NURSERY for the sole purpose of verifying reports and payments hereunder. Such accountant shall not disclose to Licensee USDA any information other than information relating to have access, during the term accuracy of this Agreement reports and for a period of three (3) years thereafter, and during ordinary business hours after reasonable advance written notice to Licensee, to such records as may be necessary, in the opinion of such auditor, to determine the correctness of any report and/or payment payments made under this Agreement. NURSERY, and its sublicensees, shall provide full cooperation in such inspection and audit. Such cooperation shall include, but not be limited to, providing sufficient time for such examination and convenient access to relevant personnel and records. If an auditor inspection and audit show an underreporting or underpayment in excess of five percent (5%) for any twelve (12) month period, then NURSERY shall reimburse USDA for the cost of the inspection and audit. All payments required under this Paragraph 5.3 shall be at CMCC’s or HARVARD’s, as appropriate, expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third partydue within thirty (30) days of the date USDA provides NURSERY notice of the payment due. 6.3 Licensee 5.4 USDA shall deliver have the right, upon reasonable notice, to CMCC true enter the property owned, leased or controlled by NURSERY, and accurate reports by February 15thits sublicensees, during regular business hours, for the period July 1 through December 31 purposes of confirming field counts and verifying compliance with the previous year, terms and on August 15th, for the period January 1st through June 30th conditions of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s activities with respect to achieving the objectives of the Development Plan described in Article IV above. These reports shall include at least the following: 1. Gross Compensation received by Licensee by country. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of Licensed Products and Licensed Processes manufactured and sold. 5. Aggregate ▇▇▇▇▇▇▇▇ for Licensed Products and Licensed Processes sold. 6. Applicable deductions. 7. Total royalties due. 8. Names and addresses of all sublicensees of Licensee. 9. Licensed Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 With each such report submitted under subparagraph 6.3, Licensee shall pay to CMCC the compensation due and payable under this Agreement. If no payments shall be due, Licensee shall so report.

Reports and Records. 6.1 3.7.1 Licensee must deliver to Licensor within **** after the end of each Calendar Quarter after the First Commercial Sale of a Licensed Product a report setting forth the calculation of the royalties due to Licensor for such Calendar Quarter, including: ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (a) Number of Licensed Products included within Net Sales, listed by country; (b) Gross consideration for Net Sales of Licensed Product, including all amounts invoiced, billed, or received; (c) Qualifying costs to be excluded from the gross consideration, as described in Section 1.27, listed by category of cost; (d) Net Sales of Licensed Products listed by country; (e) An accounting of any royalty reductions applied pursuant to Section 3.4.1; (f) Royalties owed to Licensor; and (g) The computations for any applicable currency conversions. 3.7.2 Licensee shall keeppay the royalties due under Section 3.4 within **** following the last day of the Calendar Quarter in which the royalties accrue. Licensee shall send the royalty payments along with the report described in Section 3.7.1. 3.7.3 Within **** after the occurrence of a milestone event described in Section 3.3, Licensee must deliver to Licensor a report describing the milestone event that occurred, together with a payment of the applicable amount due to Licensor pursuant to Section 3.3. In addition, within **** after the receipt of sublicense fees from any Third Party as described in Section 3.5, Licensee must deliver to Licensor a report describing the fees received, together with a payment of the applicable amount due to Licensor pursuant to Section 3.5. 3.7.4 All financial reports under this Section 3.7 will be certified by the chief financial officer of Licensee. 3.7.5 Licensee shall maintain and shall require its Affiliates and all Sublicensees to keepmaintain, full, true complete and accurate books and records that enable the royalties, fees, and payments payable under this Agreement (directly or through the Existing Licenses) to be verified. The records must be maintained for **** after the submission of account in accordance each report under Article 3. Upon reasonable prior written notice to Licensee, Licensee and its Affiliates and all Sublicensees will provide Licensor (and its accountants) with generally accepted accounting principles access to all of the relevant books, records, and containing sufficient detail related background information required to enable CMCC to determine conduct a review or audit of the royalty royalties, fees, and other amounts payments payable to CMCC Licensor under this AgreementAgreement to be verified. Said books of account shall Access will be kept at made available: (a) during normal business hours; (b) in a manner reasonably designed to facilitate the auditing party’s review or, audit without unreasonable disruption to Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books business; and the supporting data shall be retained for at least three (3c) years following the end of the no more than once each calendar year to which they pertain. 6.2 Licensee agrees to permit an auditor selected by CMCC or HARVARD and reasonably acceptable to Licensee to have access, during the term of this Agreement and for a period of three (3) years **** thereafter, and during ordinary business hours after reasonable advance written notice . Licensee will promptly pay to Licensee, to such records as may be necessary, in Licensor the opinion of such auditor, to determine the correctness amount of any report and/or underpayment determined by the review or audit, plus accrued interest. If the review or audit determines that Licensee has underpaid any payment made under this Agreementby **** or more, then Licensee will also promptly pay the costs and expenses of Licensor and accountants in connection with the review or audit. Such an auditor shall Without limiting the foregoing, Licensee acknowledges that its books and records will also be at CMCCsubject to the separate audit right of Licensor’s or HARVARD’s, as appropriate, expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third party. 6.3 Licensee shall deliver to CMCC true and accurate reports by February 15th, for licensors in accordance with the period July 1 through December 31 terms of the previous year, and on August 15th, for the period January 1st through June 30th of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s activities with respect to achieving the objectives of the Development Plan described in Article IV aboveExisting Licenses. These reports shall include at least the following: 1****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Gross Compensation received by Licensee by countryCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of Licensed Products and Licensed Processes manufactured and sold. 5. Aggregate ▇▇▇▇▇▇▇▇ for Licensed Products and Licensed Processes sold. 6. Applicable deductions. 7. Total royalties due. 8. Names and addresses of all sublicensees of Licensee. 9. Licensed Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 With each such report submitted under subparagraph 6.3, Licensee shall pay to CMCC the compensation due and payable under this Agreement. If no payments shall be due, Licensee shall so report.

Reports and Records. 6.1 Licensee 10.1 Commencing one (1) year after the first sale, the LICENSEE shall keep, and shall require its Affiliates and Sublicensees furnish to keep, full, true and accurate books of account LICENSOR report in accordance with generally accepted accounting principles and containing sufficient detail to enable CMCC to determine the royalty and other amounts payable to CMCC under this Agreement. Said books of account shall be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and the supporting data shall be retained for at least three (3) years following the end of the calendar year to which they pertain. 6.2 Licensee agrees to permit an auditor selected by CMCC or HARVARD and reasonably acceptable to Licensee to have access, writing specifying during the term of this Agreement and for a period of three preceding calendar quarter (3a) years thereafter, and during ordinary business hours after reasonable advance written notice to Licensee, to such records as may be necessary, in the opinion of such auditor, to determine the correctness of any report and/or payment made under this Agreement. Such an auditor shall be at CMCC’s number or HARVARD’s, as appropriate, expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third party. 6.3 Licensee shall deliver to CMCC true and accurate reports by February 15th, for the period July 1 through December 31 of the previous year, and on August 15th, for the period January 1st through June 30th of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s activities with respect to achieving the objectives of the Development Plan described in Article IV above. These reports shall include at least the following: 1. Gross Compensation received by Licensee by country. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number amount of Licensed Products and Licensed Processes manufactured and sold. 5. Aggregate sold hereunder by LICENSEE and/or its Affiliates or Sublicensees, (b) the total ▇▇▇▇▇▇▇▇ for all Licensed Products and Licensed Processes sold. 6. Applicable deductions. 7. Total , (c) deductions as applicable in paragraph 1.6, (d) total royalties due. 8. Names , (e) names and addresses of all sublicensees Sublicensees. Such reports shall be due within forty-five (45) days following the last day of Licenseeeach calendar quarter in each year during the term of this Agreement. Each such report shall be accompanies by payment in full of the amount due LICENSOR in United States dollars calculated in accordance with Section 8.1 hereof. 9. Licensed Products manufactured and sold 10.2 For a period of three (3) years from the date of each report pursuant to the U.S. Government. No royalty obligations paragraph 10.1, LICENSEE shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted keep records adequate to the U.S. Government. 6.4 With verify each such report submitted under subparagraph 6.3, Licensee shall pay and accompanying payment made to CMCC the compensation due and payable LICENSOR under this Agreement, and an independent certified public accountant or accounting firm selected by LICENSOR and acceptable to LICESEE may have access, on reasonable notice during regular business hours, not to exceed once per year, to such records to verify such reports and payments. If no Such accountant or accounting firm shall not disclose to LICENSOR any information other than that information relating solely to the accuracy of, or necessity for, the reports and payments made hereunder. The fees and expense of the certified public accountant or accounting firm performing such verification shall be dueborne by LICENSOR unless in the event that the audit reveals an underpayment of royalty by more than ten (10%) percent, Licensee the cost of the audit shall so reportbe paid by LICENSEE. 10.3 LICENSOR shall promptly inform LICENSEE of all Improvements (including results of all clinical trials) made during the term of the Agreement. LICENSEE shall keep each Improvement confidential for a period of ninety (90) days following its disclosure to LICENSEE in order to provide sufficient time to file a patent application on said Improvement.

Reports and Records. 6.1 3.7.1 Licensee must deliver to Licensor within [*] after the end of each Calendar Quarter after the first commercial sale of a Licensed Product a report setting forth the calculation of the royalties due to Licensor for such Calendar Quarter, including: (a) Number of Licensed Products included within Net Sales, listed by country; (b) Gross consideration for Net Sales of Licensed Product, including all amounts invoiced, billed, or received; (c) Qualifying costs to be excluded from the gross consideration, as described in Section 1.24, listed by category of cost; (d) Net Sales of Licensed Products listed by country; (e) A detailed accounting of any royalty reductions applied pursuant to Section 3.5.2; (f) Royalties owed to Licensor listed by category; and (g) The computations for any applicable currency conversions. 3.7.2 Licensee shall keeppay the royalties due under Section 3.5 within [*] following the last day of the Calendar Quarter in which the royalties accrue. Licensee shall send the royalty payments along with the report described in Section 3.7.1. 3.7.3 Within [*] after the occurrence of a milestone event described in Section 3.4, Licensee must deliver to Licensor a report describing the milestone event that occurred, together with a payment of the applicable amount due to Licensor pursuant to Section 3.4. 3.7.4 Within [*] after the receipt of any fees from any Sublicensee as described in Section 3.5, Licensee must deliver to Licensor a report describing the fees received, together with a payment of the applicable amount due to Licensor pursuant to Section 3.6. 3.7.5 All financial reports under this Section 3.7 will be certified by the chief financial officer of Licensee or Licensee’s qualified financial representative. 3.7.6 Licensee shall maintain and shall require its Affiliates and all Sublicensees to keepmaintain, full, true complete and accurate books and records which enable the royalties, fees, and payments payable under this Agreement to be verified. The records must be maintained for [*] after the submission of account in accordance each report under Article 3. Upon reasonable prior written notice to Licensee, Licensee and its Affiliates and all Sublicensees will provide Licensor and/or the REGENXBIO Licensors (and their respective accountants) with generally accepted accounting principles access to all of the relevant books, records, and containing sufficient detail related background information required to enable CMCC to determine conduct a review or audit of the royalty royalties, fees, and other amounts payments payable to CMCC Licensor under this AgreementAgreement to be verified. Said books of account shall Access will be kept at made available: (a) during normal business hours; (b) in a manner reasonably designed to facilitate the auditing party’s review or audit without unreasonable disruption to Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books business; and the supporting data shall be retained for at least three (3c) years following the end of the no more than once each calendar year to which they pertain. 6.2 Licensee agrees to permit an auditor selected by CMCC or HARVARD and reasonably acceptable to Licensee to have access, during the term of this Agreement and for a period of three (3) years [*] thereafter. Licensee will promptly pay to Licensor the amount of any underpayment determined by the review or audit, plus accrued interest. If the review or audit determines that Licensee has underpaid any payment by [*] or more, then Licensee will also promptly pay the costs and during ordinary business hours after reasonable advance written notice expenses of Licensor and the REGENXBIO Licensors and their respective accountants in connection with the review or audit. If the review or audit determines that Licensee has overpaid any payment, then Licensor shall refund the overpayment to Licensee, to such records as may be necessary, in the opinion of such auditor, to determine the correctness of any report and/or payment made under this Agreement. Such an auditor shall be at CMCC’s or HARVARD’s, as appropriate, expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third party. 6.3 Licensee shall deliver to CMCC true and accurate reports by February 15th, for the period July 1 through December 31 of the previous year, and on August 15th, for the period January 1st through June 30th of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s activities with respect to achieving the objectives of the Development Plan described in Article IV above. These reports shall include at least the following: 1. Gross Compensation received by Licensee by country. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of Licensed Products and Licensed Processes manufactured and sold. 5. Aggregate ▇▇▇▇▇▇▇▇ for Licensed Products and Licensed Processes sold. 6. Applicable deductions. 7. Total royalties due. 8. Names and addresses of all sublicensees of Licensee. 9. Licensed Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 With each such report submitted under subparagraph 6.3, Licensee shall pay to CMCC the compensation due and payable under this Agreement. If no payments shall be due, Licensee shall so report.

Reports and Records. 6.1 3.6.1 Licensee must deliver to Licensor within [*] after the end of each Calendar Quarter after the first commercial sale of a Licensed Product a report setting forth the calculation of the royalties due to Licensor for such Calendar Quarter, including: 3.6.1.1 Number of Licensed Products included within Net Sales, listed by country; 3.6.1.2 Gross consideration for Net Sales of Licensed Product, including all amounts invoiced, billed, or received; 3.6.1.3 Qualifying costs to be excluded from the gross consideration, as described in Section 1.16, listed by category of cost; 3.6.1.4 Net Sales of Licensed Products listed by country; 3.6.1.5 A detailed accounting of any royalty reductions applied pursuant to Section 3.4.1; 3.6.1.6 Royalties owed to Licensor, listed by category; and 3.6.1.7 The computations for any applicable currency conversions. 3.6.2 Licensee shall keeppay the royalties due under Section 3.4 within [*] following the last day of the Calendar Quarter in which the royalties accrue. Licensee shall send the royalty payments along with the report described in Section 3.6.1. 3.6.3 Within [*] after the occurrence of a milestone event described in Section 3.3, Licensee must deliver to Licensor a report describing the milestone event that occurred, together with a payment of the applicable amount due to Licensor pursuant to Section 3.3. In addition, within [*] after the receipt of sublicense fees from any Sublicensee as described in Section 3.5, Licensee must deliver to Licensor a report describing the fees received, together with a payment of the applicable amount due to Licensor pursuant to Section 3.5. 3.6.4 All financial reports under this Section 3.6 will be certified by the chief financial officer of Licensee. 3.6.5 Licensee shall maintain and shall require its Affiliates and all Sublicensees to keepmaintain, full, true complete and accurate books and records which enable the royalties, fees, and payments payable under this Agreement to be verified. The records must be maintained for [*] after the submission of account in accordance each report under Article 3. Upon reasonable prior written notice to Licensee, Licensee and its Affiliates and all Sublicensees will provide Licensor and/or its direct or indirect licensors (and their respective accountants) with generally accepted accounting principles access to all of the relevant books, records, and containing sufficient detail related background information as reasonably required to enable CMCC confirm the accuracy of the royalties, fees, and payments paid to determine the royalty and other amounts payable to CMCC Licensor under this Agreement. Said books of account shall Access will be kept at made available: (a) during normal business hours; (b) in a manner reasonably designed to facilitate the auditing party’s review or audit without unreasonable disruption to Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books business; and the supporting data shall be retained for at least three (3c) years following the end of the no more than once each calendar year to which they pertain. 6.2 Licensee agrees to permit an auditor selected by CMCC or HARVARD and reasonably acceptable to Licensee to have access, during the term of this Agreement and for a period of three (3) years [*] thereafter, and during ordinary business hours after reasonable advance written notice . Licensee will promptly pay to Licensee, to such records as may be necessary, in Licensor the opinion of such auditor, to determine the correctness amount of any report and/or payment made under this Agreement. Such an auditor shall be at CMCC’s underpayment determined by the review or HARVARD’saudit, as appropriate, expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third party. 6.3 Licensee shall deliver to CMCC true and accurate reports by February 15th, for the period July 1 through December 31 of the previous year, and on August 15th, for the period January 1st through June 30th of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s activities with respect to achieving the objectives of the Development Plan described in Article IV above. These reports shall include at least the following: 1. Gross Compensation received by Licensee by country. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of Licensed Products and Licensed Processes manufactured and sold. 5. Aggregate ▇▇▇▇▇▇▇▇ for Licensed Products and Licensed Processes sold. 6. Applicable deductions. 7. Total royalties due. 8. Names and addresses of all sublicensees of Licensee. 9. Licensed Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 With each such report submitted under subparagraph 6.3, Licensee shall pay to CMCC the compensation due and payable under this Agreementplus accrued interest. If no payments shall be duethe review or audit determines that Licensee has underpaid any payment by [*] or more, then Licensee shall so reportwill also promptly pay the costs and expenses of Licensor and or its direct or indirect licensors and accountants in connection with the review or audit.

Reports and Records. 6.1 A. Licensee shall keep, and shall require its Affiliates and Sublicensees sublicensees to keep, full, true and accurate books of account in accordance with generally accepted accounting principles and containing sufficient detail to enable CMCC to determine the royalty and other amounts payable to CMCC under this Agreement. Said books of account shall be kept at Licensee’s 's principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and the supporting data shall be retained for at least three five (35) years following the end of the calendar year to which they pertain. 6.2 Licensee agrees B. CMCC shall have the right to permit an auditor selected by CMCC audit the books of account described above from time to time to the extent necessary to verify the reports provided for herein or HARVARD and reasonably acceptable to Licensee to have access, during the term of this Agreement and for a period of three (3) years thereafter, and during ordinary business hours after reasonable advance written notice to Licensee, to such records as may be necessary, compliance in the opinion of such auditor, to determine the correctness of any report and/or payment made under other respects with this Agreement. Such an auditor CMCC or its agents shall be perform these audits at CMCC’s or HARVARD’s, as appropriate, 's expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third partyduring Licensee's regular business hours. 6.3 C. Licensee shall deliver to CMCC true and accurate reports by February 15thMarch 31st, for the period July 1 through December 31 of the previous year, and on August 15thSeptember 30th, for the period January 1st through June 30th of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s 's activities with respect to achieving the objectives of the Development Plan described in Article IV III above. These reports shall include at least the following: 1. Gross Compensation received by Licensee by country. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of Licensed Products and Licensed Processes manufactured and sold. 52. Aggregate ▇▇▇▇▇▇▇▇ for Licensed Products and Licensed Processes sold. 63. Accounting for all Licensed Products and Licensed Processes sold. 4. Applicable deductions. 75. Total royalties due. 86. Names and addresses of all sublicensees of Licensee. 97. Payments received by Licensee from Affiliates and sublicensees. 8. Licensed Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 With each such report submitted under subparagraph 6.3, Licensee shall pay to CMCC the compensation due and payable under this Agreement. If no payments shall be due, Licensee shall so report.

Reports and Records. 6.1 A. Licensee shall keep, and shall require its Affiliates and Sublicensees to keep, full, true and accurate books of account in accordance with generally accepted accounting principles and containing sufficient detail to enable CMCC to determine the royalty and other amounts payable to CMCC under this Agreement. Said books of account shall be kept at Licensee’s 's principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and the supporting data shall be retained for at least three five (35) years following the end of the calendar year to which they pertain. 6.2 Licensee agrees B. CMCC shall have the right to permit an auditor selected by CMCC audit the books of account described above from time to time to the extent necessary to verify the reports provided for herein or HARVARD and reasonably acceptable to Licensee to have access, during the term of this Agreement and for a period of three (3) years thereafter, and during ordinary business hours after reasonable advance written notice to Licensee, to such records as may be necessary, compliance in the opinion of such auditor, to determine the correctness of any report and/or payment made under other respects with this Agreement. Such an auditor CMCC or its agents shall be perform these audits at CMCC’s or HARVARD’s, as appropriate, 's expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third partyduring Licensee's regular business hours. 6.3 C. Licensee shall deliver to CMCC true and accurate reports by February 15thMarch 31, for the period July 1 through December 31 of the previous year, and on August 15thSeptember 30, for the period January 1st 1 through June 30th 30 of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s 's activities with respect to achieving the objectives of the Development Plan described in Article IV III above. These reports shall include at least the following: 1. Gross Compensation received by Licensee by country. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of Licensed Marker Panel Products and Licensed Marker Panel Processes manufactured and sold. 52. Aggregate ▇▇▇▇bill▇▇▇▇ for Licensed ▇▇▇ Marker Panel Products and Licensed Marker Panel Processes sold. 63. Accounting for all Marker Panel Products and Marker Panel Processes sold. 4. Applicable deductions. 75. Total royalties due. 86. Names and addresses of all sublicensees Sublicensees of Licensee. 97. Licensed Payments received by Licensee from Affiliates and Sublicensees. 8. Marker Panel Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 9. Consideration (e.g. Royalties and Fees) received from Sublicensees. D. Until the First Commercial Sale of a Marker Panel Product or Marker Panel Process, Licensee shall provide to CMCC at least annually reasonable detail regarding the activities of Licensee and Licensee's Affiliates and Sublicensees relative to achieving the objectives set forth in the Development Plan in a timely manner, including but not limited to, reports of financial expenditures to achieve said objectives, research and development activities, regulatory approvals, strategic alliances and manufacturing, sublicensing and marketing efforts. E. With each such report submitted under subparagraph 6.3submitted, Licensee shall pay to CMCC the compensation royalties due and payable under this Agreement. If no payments royalties shall be due, Licensee shall so report. F. On or before the ninetieth (90th) day following the close of Licensee's fiscal year, Licensee shall provide CMCC with Licensee's certified financial statements for the preceding fiscal year, including at a minimum a balance sheet and an operating statement.

Reports and Records. 6.1 A. Licensee shall keep, and shall require its Affiliates and Sublicensees sublicensees to keep, full, true and accurate books of account in accordance with generally accepted accounting principles and containing sufficient detail to enable CMCC to determine the royalty and other amounts payable to CMCC under this Agreement. Said books of account shall be kept at Licensee’s 's principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and the supporting data shall be retained for at least three (3) years following the end of the calendar year to which they pertain. 6.2 Licensee agrees B. CMCC shall have the right to permit an auditor selected by CMCC or HARVARD and reasonably acceptable audit the books of account described above from time to time upon reasonable notice to Licensee and in no event more than quarterly to have access, during the term of this Agreement and extent necessary to verify the reports provided for a period of three (3) years thereafter, and during ordinary business hours after reasonable advance written notice to Licensee, to such records as may be necessary, herein or compliance in the opinion of such auditor, to determine the correctness of any report and/or payment made under other respects with this Agreement. Such an auditor CMCC or its agents shall be perform these audits at CMCC’s or HARVARD’s, as appropriate, 's expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third partyduring Licensee's regular business hours. 6.3 C. Licensee shall deliver to CMCC true and accurate reports by February 15thMarch 31st, for the period July 1 1st through December 31 31st of the previous year, and on August 15thSeptember 30th, for the period January 1st through June 30th of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s 's activities with respect to achieving the objectives of the Development Plan described in Article IV III above. These reports shall include at least the following: 1. Gross Compensation received by Licensee by country. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of Licensed Products and Licensed Processes manufactured and sold. 52. Aggregate ▇▇▇▇▇▇▇▇ for Licensed Products and Licensed Processes sold. 63. Applicable deductions. 74. Total royalties duedue to CMCC. 85. Names and addresses of all sublicensees of Licensee. 96. Payments received by Licensee from Affiliates and sublicensees. 7. Licensed Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 With each such report submitted under subparagraph 6.3, Licensee shall pay to CMCC the compensation due and payable under this Agreement. If no payments shall be due, Licensee shall so report.

Reports and Records. 6.1 Licensee A. LICENSEE shall keep, and shall require its Affiliates and Sublicensees SUBLICENSEES to keep, full, true and accurate books of account in accordance with generally accepted accounting principles and containing sufficient detail to enable CMCC to determine the royalty and other amounts payable to CMCC under this Agreement. Said books of account shall be kept at Licensee’s LICENSEE's principal place of business or the principal place of business of the appropriate division of Licensee LICENSEE to which this Agreement relates. Said books and the supporting data shall be retained for at least three five (35) years following the end of the calendar year to which they pertain. 6.2 Licensee agrees B. CMCC shall have the right to permit an auditor selected by CMCC audit the books of account described above from time to time to the extent necessary to verify the reports provided for herein or HARVARD and reasonably acceptable to Licensee to have access, during the term of this Agreement and for a period of three (3) years thereafter, and during ordinary business hours after reasonable advance written notice to Licensee, to such records as may be necessary, compliance in the opinion of such auditor, to determine the correctness of any report and/or payment made under other respects with this Agreement. Such an auditor CMCC or its agents shall be perform these audits at CMCC’s or HARVARD’s, as appropriate, 's expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third partyduring LICENSEE's regular business hours. 6.3 Licensee C. LICENSEE shall deliver to CMCC true and accurate reports by February 15thMarch 31st, for the period July 1 through December 31 of the previous year, and on August 15thSeptember 30th, for the period January 1st through June 30th of the current year, giving such particulars of the business conducted by LicenseeLICENSEE, its Affiliates and its Sublicensees SUBLICENSEES under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s activities with respect to achieving the objectives of the Development Plan described in Article IV abovehereunder. These reports shall include at least the following: 1. Gross Compensation received by Licensee by country. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of Licensed Products and Licensed Processes manufactured and and. sold. 52. Aggregate ▇▇▇▇▇▇▇▇ for Licensed Products and Licensed Processes sold. 63. Accounting for all Licensed Products and Licensed Processes sold. 4. Applicable deductions. 75. Total royalties duedue based on Net Sales by or for LICENSEE. 86. Names and addresses of all sublicensees SUBLICENSEES of LicenseeLICENSEE. 97. Payments received by LICENSEE from Affiliates and SUBLICENSEES: 8. Licensed Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 With each such report submitted under subparagraph 6.3, Licensee shall pay to CMCC the compensation due and payable under this Agreement. If no payments shall be due, Licensee shall so report.

Reports and Records. 6.1 3.6.1 Licensee must deliver to Licensor within [*] after the end of each Calendar Quarter after the first commercial sale of a Licensed Product a report setting forth the calculation of the royalties due to Licensor for such Calendar Quarter, including: (a) Number of Licensed Products included within Net Sales, listed by country; (b) Gross consideration for Net Sales of Licensed Product, including all amounts invoiced, billed, or received; (c) Qualifying costs to be excluded from the gross consideration, as described in Section 1.18, listed by category of cost; (d) Net Sales of Licensed Products listed by country; (e) A detailed accounting of any royalty reductions applied pursuant to Section 3.4.1; (f) Royalties owed to Licensor listed by category; and (g) The computations for any applicable currency conversions. 3.6.2 Licensee shall keeppay the royalties due under Section 3.4 within [*] following the last day of the Calendar Quarter in which the royalties accrue. Licensee shall send the royalty payments along with the report described in Section 3.6.1. 3.6.3 Within [*] after the occurrence of a milestone event described in Section 3.3, Licensee must deliver to Licensor a report describing the milestone event that occurred, together with a payment of the applicable amount due to Licensor pursuant to Section 3.3. 3.6.4 Within [*] after the receipt of any fees from any Sublicensee as described in Section 3.5, Licensee must deliver to Licensor a report describing the fees received, together with a payment of the applicable amount due to Licensor pursuant to Section 3.5. 12 *Confidential Treatment Requested. CONFIDENTIAL 3.6.5 All financial reports under this Section 3.6 will be certified by the chief financial officer of Licensee or Licensee’s qualified financial representative. 3.6.6 Licensee shall maintain and shall require its Affiliates and all Sublicensees to keepmaintain, full, true complete and accurate books and records which enable the royalties, fees, and payments payable under this Agreement to be verified. The records must be maintained for [*] after the submission of account in accordance each report under Article 3. Upon reasonable prior written notice to Licensee, Licensee and its Affiliates and all Sublicensees will provide Licensor and/or the REGENXBIO Licensors (and their respective accountants) with generally accepted accounting principles access to all of the relevant books, records, and containing sufficient detail related background information required to enable CMCC to determine conduct a review or audit of the royalty royalties, fees, and other amounts payments payable to CMCC Licensor under this AgreementAgreement to be verified. Said books of account shall Access will be kept at made available: (a) during normal business hours; (b) in a manner reasonably designed to facilitate the auditing party’s review or audit without unreasonable disruption to Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books business; and the supporting data shall be retained for at least three (3c) years following the end of the no more than once each calendar year to which they pertain. 6.2 Licensee agrees to permit an auditor selected by CMCC or HARVARD and reasonably acceptable to Licensee to have access, during the term of this Agreement and for a period of three (3) years [*] thereafter. Licensee will promptly pay to Licensor the amount of any underpayment determined by the review or audit, plus accrued interest. If the review or audit determines that Licensee has underpaid any payment by [*] or more, then Licensee will also promptly pay the costs and during ordinary business hours after reasonable advance written notice expenses of Licensor and the REGENXBIO Licensors and their respective accountants in connection with the review or audit. If the review or audit determines that Licensee has overpaid any payment, then Licensor shall refund the overpayment to Licensee, to such records as may be necessary, in the opinion of such auditor, to determine the correctness of any report and/or payment made under this Agreement. Such an auditor shall be at CMCC’s or HARVARD’s, as appropriate, expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third party. 6.3 Licensee shall deliver to CMCC true and accurate reports by February 15th, for the period July 1 through December 31 of the previous year, and on August 15th, for the period January 1st through June 30th of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s activities with respect to achieving the objectives of the Development Plan described in Article IV above. These reports shall include at least the following: 1. Gross Compensation received by Licensee by country. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of Licensed Products and Licensed Processes manufactured and sold. 5. Aggregate ▇▇▇▇▇▇▇▇ for Licensed Products and Licensed Processes sold. 6. Applicable deductions. 7. Total royalties due. 8. Names and addresses of all sublicensees of Licensee. 9. Licensed Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 With each such report submitted under subparagraph 6.3, Licensee shall pay to CMCC the compensation due and payable under this Agreement. If no payments shall be due, Licensee shall so report.

Reports and Records. 6.1 A. Licensee shall keep, and shall require its Affiliates and Sublicensees to keep, full, true and accurate books of account in accordance with generally accepted accounting principles and containing sufficient detail to enable CMCC to determine the royalty and other amounts payable to CMCC under this Agreement. Said books of account shall be kept at Licensee’s 's principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and the supporting data shall be retained for at least three (3) years following the end of the calendar year to which they pertain. 6.2 B. CMCC shall have the rights: (i) commencing after the First Commercial Sale or Licensee agrees entering into the first sublicense hereunder (whichever shall first occur), to permit an auditor selected by CMCC or HARVARD audit the books of account described above from time to time to the extent necessary to verify the reports provided for herein, and reasonably acceptable to Licensee to have access, (ii) at any time during the term of the Agreement, to audit compliance in other respects with this Agreement Agreement; provided that such rights in (i) and for a period of three (3) years thereafterii)above may not be exercised by CMCC more than one time during each calendar year, commencing after the First Commercial Sale or Licensee entering into the first sublicense hereunder (whichever shall first occur).CMCC or its agents shall perform these audits at CMCC's expense upon reasonable prior notice and during ordinary Licensee's regular business hours after reasonable advance written notice to Licensee, hours. Any such agents (including any independent accounting firm performing such audit) shall agree as a condition to such records as may be necessary, audit to maintain the confidentiality of all information of Licensee disclosed or observed in the opinion of connection with such auditor, audit and to determine the correctness of any report and/or disclose to CMCC only whether Licensee shall have complied with its payment made or other obligations under this Agreement. Such an auditor shall be at CMCC’s or HARVARD’sHowever, as appropriate, expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and if Licensee shall not have complied with its obligations, such agents may disclose such information to any third partyCMCC the subject of noncompliance or payment due and basis of calculation thereof. 6.3 C. Licensee shall deliver to CMCC true and accurate reports by February 15thMarch 31st, for the period July 1 through December 31 of the previous year, and on August 15thSeptember 30th, for the period January 1st through June 30th of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s 's activities with respect to achieving the objectives of the Development Plan described in Article IV III above. These reports shall include at least the following: 1. Gross Compensation received by Licensee by countryNumber of each of the Licensed Products leased and/or sold. 2. Noncash, nonliquid compensation portions Aggregate gross receipts for each of Gross Compensationthe Licensed Products. 3. Amount calculated due to CMCC. 4. Number of Licensed Products and Licensed Processes manufactured and sold. 5. Aggregate ▇▇▇▇▇▇▇▇ for Licensed Products and Licensed Processes sold. 6. Applicable deductions. 74. Accounting for all Net Sales of each Licensed Product. 5. Total royalties due. 86. Names and addresses of all sublicensees Sublicensees of Licensee. 97. Payments received by Licensee from Affiliates and Sublicensees. 8. Licensed Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 With each such report submitted under subparagraph 6.3, Licensee shall pay to CMCC the compensation due and payable under this Agreement. If no payments shall be due, Licensee shall so report.

Reports and Records. 6.1 3.6.1 Licensee must deliver to Licensor within [*] after the end of each Calendar Quarter after the first commercial sale of a Licensed Product a report setting forth the calculation of the royalties due to Licensor for such Calendar Quarter, including: (a) Number of Licensed Products included within Net Sales, listed by country; (b) Gross consideration for Net Sales of Licensed Product, including all amounts invoiced, billed, or received; (c) Qualifying costs to be excluded from the gross consideration, as described in Section 1.18, listed by category of cost; (d) Net Sales of Licensed Products listed by country; (e) A detailed accounting of any royalty reductions applied pursuant to Section 3.4.1; (f) Royalties owed to Licensor listed by category; and (g) The computations for any applicable currency conversions. 3.6.2 Licensee shall keeppay the royalties due under Section 3.4 within [*] following the last day of the Calendar Quarter in which the royalties accrue. Licensee shall send the royalty payments along with the report described in Section 3.6.1. 3.6.3 Within [*] after the occurrence of a milestone event described in Section 3.3, Licensee must deliver to Licensor a report describing the milestone event that occurred, together with a payment of the applicable amount due to Licensor pursuant to Section 3.3. 3.6.4 Within [*] after the receipt of any fees from any Sublicensee as described in Section 3.5, Licensee must deliver to Licensor a report describing the fees received, together with a payment of the applicable amount due to Licensor pursuant to Section 3.5. 3.6.5 All financial reports under this Section 3.6 will be certified by the chief financial officer of Licensee or Licensee’s qualified financial representative. 3.6.6 Licensee shall maintain and shall require its Affiliates and all Sublicensees to keepmaintain, full, true complete and accurate books and records which enable the royalties, fees, and payments payable under this Agreement to be verified. The records must be maintained for [*] after the submission of account in accordance each report under Article 3. Upon reasonable prior written notice to Licensee, Licensee and its Affiliates and all Sublicensees will provide Licensor and/or the REGENXBIO Licensors (and their respective accountants) with generally accepted accounting principles access to all of the relevant books, records, and containing sufficient detail related background information required to enable CMCC to determine conduct a review or audit of the royalty royalties, fees, and other amounts payments payable to CMCC Licensor under this AgreementAgreement to be verified. Said books of account shall Access will be kept at made available: (a) during normal business hours; (b) in a manner reasonably designed to facilitate the auditing party’s review or audit without unreasonable disruption to Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books business; and the supporting data shall be retained for at least three (3c) years following the end of the no more than once each calendar year to which they pertain. 6.2 Licensee agrees to permit an auditor selected by CMCC or HARVARD and reasonably acceptable to Licensee to have access, during the term of this Agreement and for a period of three (3) years [*] thereafter. Licensee will promptly pay to Licensor the amount of any underpayment determined by the review or audit, plus accrued interest. If the review or audit determines that Licensee has underpaid any payment by [*] or more, then Licensee will also promptly pay the costs and during ordinary business hours after reasonable advance written notice expenses of Licensor and the REGENXBIO Licensors and their respective accountants in connection with the review or audit. If the review or audit determines that Licensee has overpaid any payment, then Licensor shall refund the overpayment to Licensee, to such records as may be necessary, in the opinion of such auditor, to determine the correctness of any report and/or payment made under this Agreement. Such an auditor shall be at CMCC’s or HARVARD’s, as appropriate, expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third party. 6.3 Licensee shall deliver to CMCC true and accurate reports by February 15th, for the period July 1 through December 31 of the previous year, and on August 15th, for the period January 1st through June 30th of the current year, giving such particulars of the business conducted by Licensee, its Affiliates and its Sublicensees under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s activities with respect to achieving the objectives of the Development Plan described in Article IV above. These reports shall include at least the following: 1. Gross Compensation received by Licensee by country. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of Licensed Products and Licensed Processes manufactured and sold. 5. Aggregate ▇▇▇▇▇▇▇▇ for Licensed Products and Licensed Processes sold. 6. Applicable deductions. 7. Total royalties due. 8. Names and addresses of all sublicensees of Licensee. 9. Licensed Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 With each such report submitted under subparagraph 6.3, Licensee shall pay to CMCC the compensation due and payable under this Agreement. If no payments shall be due, Licensee shall so report.

Reports and Records. 6.1 Licensee A. LICENSEE shall keep, and shall require its Affiliates and Sublicensees SUBLICENSEES to keep, full, true and accurate books of account in accordance with generally accepted accounting principles and containing sufficient detail to enable CMCC to determine the royalty and other amounts payable to CMCC under this Agreement. Said books of account shall be kept at LicenseeLICENSEE’s principal place of business or the principal place of business of the appropriate division of Licensee LICENSEE to which this Agreement relates. Said books and the supporting data shall be retained for at least three five (35) years following the end of the calendar year to which they pertain. 6.2 Licensee agrees B. CMCC shall have the right to permit an auditor selected by CMCC audit the books of account described above from time to time to the extent necessary to verify the reports provided for herein or HARVARD and reasonably acceptable to Licensee to have access, during the term of this Agreement and for a period of three (3) years thereafter, and during ordinary business hours after reasonable advance written notice to Licensee, to such records as may be necessary, compliance in the opinion of such auditor, to determine the correctness of any report and/or payment made under other respects with this Agreement. Such an auditor CMCC omits agents shall be perform these audits at CMCC’s or HARVARD’s, as appropriate, expense and shall occur not more than once per year. The auditor shall treat all information to which it has access under this paragraph as confidential and shall not disclose such information to any third partyduring LICENSEE’s regular business hours. 6.3 Licensee C. LICENSEE shall deliver to CMCC true and accurate reports by February 15thMarch 31st, for the period July 1 through December 31 of the previous year, and on August 15thSeptember 30th, for the period January 1st 1 st through June 30th of the current year, giving such particulars of the business conducted businessconducted by LicenseeLICENSEE, its Affiliates and its Sublicensees SUBLICENSEES under this Agreement as shall be pertinent to a royalty accounting hereunder and to verify Licensee’s activities with respect to achieving the objectives of the Development Plan described in Article IV abovehereunder. These reports shall include at least the following: 1. Gross Compensation received by Licensee by country. 2. Noncash, nonliquid compensation portions of Gross Compensation. 3. Amount calculated due to CMCC. 4. Number of Licensed Products and Licensed Processes manufactured and sold. 52. Aggregate ▇▇▇▇▇▇▇▇ for Licensed Products and Licensed Processes sold. 63. Accounting for all Licensed Products and Licensed Processes sold. 4. Applicable deductions. 75. Total royalties duedue based on Net Sales by or for LICENSEE. 6. Names and addressers of all SUBLICENSEES of LICENSEE. 7. Payments received by LICENSEE from Affiliates and SUBLICENSEES. 8. Names and addresses of all sublicensees of Licensee. 9. Licensed Products manufactured and sold to the U.S. Government. No royalty obligations shall arise from sales or use by, for or on behalf of the U.S. Government in view of a royalty-free, nonexclusive license that may heretofore have been granted to the U.S. Government. 6.4 9. Royalties and Fees received from SUBLICENSEES. D. Until the First Commercial Sale of a Licensed Product or Licensed Process, LICENSEE shall provide to CMCC at least annually reasonable detail regarding the activities of LICENSEE and LICENSEE’s Affiliates and SUBLICENSEES relative to achieving the objectives set forth in the Development Plan in a timely manner, including but not limited to, reports of financial expenditures to achieve said objectives, research and development activities, regulatory approvals, strategic alliances and manufacturing, sublicensing and marketing efforts. E. With each such report submitted under subparagraph 6.3submitted, Licensee LICENSEE shall pay to CMCC the compensation royalties due and payable under this Agreement. If no payments royalties shall be due, Licensee LICENSEE shall so report. F. On or before the ninetieth (90th) day following the close of LICENSEE’s fiscal year, LICENSEE shall provide CMCC with LICENSEE’s certified financial statements for the preceding fiscal year, including at a minimum a balance sheet and an operating statement.