DS shall (and shall ensure that its Affiliates and Sublicenses will) maintain complete and accurate records in sufficient detail in relation to this Agreement to permit Kite to confirm the accuracy of the royalty payments and other amounts payable under this Agreement and to verify the achievement of any sales milestones. DS will keep such books and records for at least […***…] following the end of the Calendar Year to which they pertain. Upon reasonable prior notice, such records may be inspected during regular business hours at such place or places where such records are customarily kept by an independent certified public accountant selected by Kite for the sole purpose of verifying for Kite the accuracy of the financial reports furnished by DS pursuant to this Agreement or of any payments made, or required to be made, by DS to Kite pursuant to this Agreement. Such audits shall occur no more often than once each Calendar Year. Kite shall only be entitled to audit the books and records from the […***…] prior to the Calendar Year in which the audit request is made. Such auditor shall not disclose DS’s Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by DS or the amount of payments by DS under this Agreement. Any amounts shown to be owed but unpaid as a result of such audit shall be paid within […***…] from the auditor’s report (plus interest on such amounts pursuant to Section 9.3 ). Any amounts shown to have been overpaid shall be credited along with interest (as calculated herein) against future payment due from DS to Kite. Kite shall bear the full cost of such audit unless such audit discloses an underpayment of the amount actually owed of more than […***…] ([…***…]%), in which case DS shall bear the full out-of-pocket, external cost of such audit.