Common use of Audit Right Clause in Contracts

Audit Right. During the term of this Agreement and for a period of two (2) years thereafter, Fortress shall have the right, upon prior written notice to Payor, not more than once in any Fiscal Year, to audit the books and records of Payor, for the purpose of confirming Payor’s compliance with the provisions of this Agreement, through an independent certified public accounting firm of nationally recognized standing selected by Fortress and acceptable to Parent (the “Accountant”). The Accountant shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, with respect to all information provided by, and all Confidential Information of, Payor. Payor shall grant the Accountant access during normal business hours to the books and records of Payor concerning the Product as may be reasonably necessary for the sole purpose of verifying the accuracy of the reports required to be furnished by Payor pursuant to Sections 5.2(b); provided, however, that verification shall not include records for more than the preceding three (3) years. The records and results of the auditors shall be deemed Confidential Information of Payor and Fortress. A copy of the Accountant’s report (and any drafts thereof that are delivered to Fortress) shall be delivered to Parent simultaneously with its delivery to Fortress. Subject to the immediately following paragraphs, (i) if the Accountant’s report correctly shows, in the aggregate, an underpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress within thirty (30) days after Parent’s receipt of such report: (x) the amount of the underpayment; (y) interest on the underpayment that shall be calculated pursuant to Section 5.2(d); and (z) if the underpayment exceeds the greater of five percent (5%) of the total Royalty Payment owed for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000), the reasonable fees and expenses of the Accountant performing the audit; and (ii) if the Accountant’s report correctly shows, in the aggregate, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall be entitled to deduct the amount of such overpayment from any subsequent Royalty Payment(s), together with interest on the overpayment that shall be calculated pursuant to Section 5.2(d). Subject to clause (ii) of the preceding sentence, Fortress’s accountant fees and expenses will be borne by Fortress. Notwithstanding anything in this Agreement to the contrary, Payor shall keep, or cause to be kept, records of the sales of the Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted to an applicable Tax authority, and shall give Fortress any commercially reasonable assistance in relation thereto. ​

Audit Right. During Any accountant or accountant firm appointed by the term Seller shall be entitled to make reasonable inspections of this Agreement the Buyer’s and for a period of two (2) years thereafter, Fortress shall have the right, upon prior written notice to Payor, not more than once in any Fiscal Year, to audit the books its Affiliates’ bookkeeping/accounting and other business records of Payorand premises, for the purpose of confirming Payor’s compliance with verifying the provisions Net Sales reported pursuant to Section 3.11(b), no more than once annually. If and when the Seller wishes to exercise its audit rights it shall [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] send an audit request to the Buyer and/or the relevant Affiliates at least 20 days in advance of this Agreement, through an independent certified public accounting firm of nationally recognized standing selected by Fortress and acceptable to Parent (the “Accountant”)such audit. The Accountant relevant bookkeeping/accounting and other relevant business records shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, with respect to all information provided by, and all Confidential Information of, Payor. Payor shall grant the Accountant access be made available for audit during normal business hours to during time period requested throughout the books and records of Payor concerning the Product as may be reasonably necessary for the sole purpose of verifying the accuracy of the reports required to be furnished by Payor pursuant to Sections 5.2(b)Audit Period; provided, however, that verification with respect to Licensees and Permitted Sellers, the Buyer shall not include only be obligated to use its commercially reasonable efforts to make such records for more than the preceding three (3) yearsavailable by such Licensees or Permitted Sellers pursuant to Buyer’s contract with any such party. The records and results of the auditors shall be deemed Confidential Information of Payor and Fortress. A copy of the Accountant’s report (and any drafts thereof that are delivered to Fortress) shall be delivered to Parent simultaneously with its delivery to Fortress. Subject to the immediately following paragraphs, (i) if the Accountant’s report correctly shows, in the aggregate, an underpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress within thirty (30) days after Parent’s receipt of such report: (x) the amount of the underpayment; (y) interest on the underpayment that shall be calculated pursuant to Section 5.2(d); and (z) if the underpayment exceeds the greater of five percent (5%) of the total Royalty Payment owed for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000), the reasonable fees and expenses of the Accountant performing the audit; and (ii) if the Accountant’s report correctly shows, in the aggregate, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor appointed accountant or accountant firm shall be entitled to deduct make copies of relevant bookkeeping/accounting material and other relevant business records. If the amount result of such overpayment from any subsequent Royalty Payment(s), together with interest on an audit verifies that the overpayment that shall be calculated actual Net Sales (as finally determined pursuant to Section 5.2(d3.11(b). Subject to clause (ii) is in excess of the preceding sentencereported Net Sales with more than ten (10) percent, Fortress’s accountant fees the Buyer shall – in addition to other remedies available under the Agreement – compensate the Seller for all costs of such audit. The Seller and expenses will be borne by Fortress. Notwithstanding anything in this Agreement to the contrary, Payor its consultants shall keep, or cause to be kept, records of the sales of the Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted to keep all information obtained through an applicable Tax authority, and shall give Fortress any commercially reasonable assistance in relation thereto. ​audit confidential.

Audit Right. During (a) Service Provider shall maintain complete and accurate books and records of its activities in connection with the term performance of this Agreement the Services, including any Service Expenses actually incurred or paid by Service Provider from its own funds. Service Provider shall retain all such books and records for a period of not less than two (2) calendar years thereafterfollowing the end of the calendar year in which the Services are performed (the “Audit Period”) as a general matter or any longer period if required by Law, Fortress shall have the right, upon including any statutory IRS audit period applicable to Company Group with respect to any such books and records that would reasonably be expected to be retained to comply with such Law or facilitate such audit. (b) Upon not less than ten (10) Business Days’ prior written notice to Payor, Service Provider during the Audit Period for any particular calendar year (but not more than once in any Fiscal Yearcalendar quarter with respect to any calendar year), Company shall have the right, exercisable at its option and expense, to review, copy and audit the Service Provider’s books and records (other than those items protected by attorney-client privilege and protected health information regarding personnel of Payor, Service Provider) for the purpose calendar year to which the Audit Period applies, and the costs charged to Company in that calendar year. Company shall use its commercially reasonable efforts to conduct any such audit or examination in a manner that minimizes the inconvenience or disruption to Service Provider. (c) If Company discovers any material discrepancies as a result of confirming Payor’s compliance with the provisions of any audit performed under this Agreement, through an independent certified public accounting firm of nationally recognized standing selected by Fortress Company may prepare and acceptable distribute a written report to Parent (the “Accountant”)Service Provider setting forth in reasonable detail such discrepancies. The Accountant Service Provider shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, with respect to all information provided by, and all Confidential Information of, Payor. Payor shall grant the Accountant access during normal business hours reply to the books report in writing as soon as practical and records of Payor concerning the Product as may be reasonably necessary for the sole purpose of verifying the accuracy of the reports required to be furnished by Payor pursuant to Sections 5.2(b); provided, however, that verification shall not include records for more in any event no later than the preceding three (3) years. The records and results of the auditors shall be deemed Confidential Information of Payor and Fortress. A copy of the Accountant’s report (and any drafts thereof that are delivered to Fortress) shall be delivered to Parent simultaneously with its delivery to Fortress. Subject to the immediately following paragraphs, (i) if the Accountant’s report correctly shows, in the aggregate, an underpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress within thirty (30) days after Parent’s receipt of such report: (x) the amount delivery of the underpayment; report. At the conclusion of an audit, Service Provider and Company shall endeavor to promptly settle any outstanding matters, including, as the case may be, through the settlement payments of any discrepancies in amounts owed and amounts received between Company and Service Provider. (yd) interest on the underpayment that All adjustments resulting from an audit which are agreed to by Service Provider and Company shall be calculated reflected promptly in Service Provider’s books and records and in the books and records of Company maintained by Service Provider. If any dispute shall arise in connection with an audit and no settlement can be reached by the Parties as provided in Section 3.6(c), within sixty (60) days after Company delivers a written report pursuant to Section 5.2(d); and (z) if the underpayment exceeds the greater of five percent (5%) of the total Royalty Payment owed for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,0003.6(c), unless otherwise agreed by the reasonable fees Parties, the Parties may submit the dispute to an independent third-party regionally or nationally recognized auditing firm that is mutually agreeable to the Parties. The Parties shall cooperate with such auditing firm and expenses of the Accountant performing the audit; each Party shall provide access to its books and (ii) if the Accountant’s report correctly shows, in the aggregate, an overpayment of Royalty Payments records as may be reasonably necessary to permit a determination by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor such auditing firm. The resolution by such auditing firm shall be entitled to deduct the amount of such overpayment from any subsequent Royalty Payment(s), together with interest final and binding on the overpayment that shall be calculated pursuant to Section 5.2(d). Subject to clause (ii) of the preceding sentence, Fortress’s accountant fees and expenses will be borne by Fortress. Notwithstanding anything in this Agreement to the contrary, Payor shall keep, or cause to be kept, records of the sales of the Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted to an applicable Tax authority, and shall give Fortress any commercially reasonable assistance in relation thereto. ​Parties.

Audit Right. During the term of this Agreement and for a period of two (2) years thereafter, Fortress Lessee shall have the right, at its expense and upon prior written notice given to Payor, not more Lessor no later than once in any Fiscal Yearone hundred twenty (120) days after receipt of the annual statement showing Lessee’s share of actual Common Area Operating Expenses for the preceding year, to make an audit of all of Lessor’s bills, records, receipts, insurance certificates and policies relating to Operating Expenses for the immediately preceding calendar year. Upon such written request of Lessee, Lessor shall make available to Lessee, during normal business hours, at the location where Lessor’s books and records are kept, such information as Lessee shall reasonably request. Lessor shall cooperate with Lessee in its explanation of Payor, for its bills and records. Lessee reserves the purpose right to retain the services of confirming Payor’s compliance with the provisions of this Agreement, through an independent certified public accounting firm of nationally recognized standing selected by Fortress and acceptable to Parent (the “Accountant”). The Accountant shall execute a confidentiality agreementaccountant for such audit, in a form reasonably acceptable to Parent, with respect to all information provided by, and all Confidential Information of, Payor. Payor shall grant the Accountant access during normal business hours to the books and records of Payor concerning the Product as may be reasonably necessary for the sole purpose of verifying the accuracy of the reports required to be furnished by Payor pursuant to Sections 5.2(b); provided, however, that verification which accountant shall not include records for more than be paid by a contingent or percentage based fee. Lessee shall diligently complete any such audit of Operating Expenses and shall deliver to Lessor the preceding three (3) years. The records and written results of such audit within fifteen (15) business days after Lessee receives the auditors same. If such audit discloses an overpayment by Lessee, Lessor shall be deemed Confidential Information of Payor and Fortress. A copy of the Accountant’s report (and any drafts thereof that are delivered pay such amount to Fortress) shall be delivered to Parent simultaneously with its delivery to Fortress. Subject to the immediately following paragraphs, (i) if the Accountant’s report correctly shows, in the aggregate, an underpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress Lessee within thirty (30) days after Parent’s receipt of days. If such report: (x) the amount of the underpayment; (y) interest on the underpayment that shall be calculated pursuant to Section 5.2(d); and (z) if the underpayment exceeds the greater audit discloses a discrepancy in excess of five percent (5%) ), Lessor shall reimburse Lessee for the reasonable costs of the total Royalty Payment owed for audit. If such audit discloses additional amounts due from Lessee, Lessee shall pay such amounts within fifteen (15) business days of completion of such audit. Should Lessor disagree with the Fiscal Year then being reviewed results of Lessee’s audit, Lessor and Fifty Thousand U.S. dollars ($50,000)Lessee shall refer the matter to a mutually acceptable independent certified public accountant, who shall work in good faith with Lessor and Lessee to resolve the reasonable discrepancy. The fees and expenses of the Accountant performing the audit; and (ii) if the Accountant’s report correctly shows, in the aggregate, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall be entitled to deduct the amount costs of such overpayment from any subsequent Royalty Payment(s), together with interest on the overpayment that independent accountant to which such dispute is referred shall be calculated pursuant to Section 5.2(d). Subject to clause (ii) of the preceding sentence, Fortress’s accountant fees and expenses will be borne by Fortress. Notwithstanding anything in this Agreement the unsuccessful party and shall be shared pro rata to the contraryextent each party is unsuccessful as determined by such independent certified public account, Payor whose decision shall keep, or cause to be kept, records of the sales of the Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted to an applicable Tax authority, final and shall give Fortress any commercially reasonable assistance in relation thereto. ​binding.

Audit Right. During Upon not less than fourteen days’ written notice to the term of this Agreement and for a period of two (2) years thereafterCorporation, Fortress the Purchaser shall have the right, upon prior written notice to Payor, not more than once in any Fiscal Year, right to audit the books and records of Payor, the members of the MIC Group (including those obtained from third parties) relating to sales or other transactions included in the definition of Revenue of the MIC Group for the purpose purposes of confirming Payordetermining the correctness of the Corporation’s compliance with computation and payment of Royalty Payments in respect of a fiscal period of the provisions of this Agreement, through an independent certified public accounting firm of nationally recognized standing selected by Fortress Corporation. Such audit may not be conducted more than once in any calendar year and acceptable to Parent (the “Accountant”). The Accountant shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, with respect to all information provided by, and all Confidential Information of, Payor. Payor shall grant the Accountant access be conducted during normal business hours by an accounting firm selected by the Purchaser at its cost and reasonably acceptable to the Corporation, provided that such accounting firm enters into a confidentiality agreement acceptable to the Corporation, acting reasonably, prior to commencing any such audit. The Corporation shall provide such accounting firm with access to all pertinent books and records of Payor concerning the Product as may be records, subject to any confidentiality obligations owed to any third parties, and shall reasonably necessary for the sole purpose of verifying the accuracy of the reports required cooperate with such accounting firm’s efforts to be furnished by Payor pursuant to Sections 5.2(b); provided, however, that verification shall not include records for more than the preceding three (3) yearsconduct such audits. The records and results of the auditors shall be deemed Confidential Information of Payor and Fortress. A copy of the Accountant’s report (and any drafts thereof that are delivered to Fortress) shall be delivered to Parent simultaneously with its delivery to Fortress. Subject to the immediately following paragraphs, (i) if the Accountant’s report correctly shows, in the aggregate, If there has been an underpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress within thirty (30) days after Parent’s receipt due for the fiscal period being audited of such report: (x) more than ***% of the amount of Royalty Payments which were actually due in respect of such fiscal period, the underpayment; Corporation shall reimburse the Purchaser for the reasonable costs and expenses (yincluding accountants’ fees) interest on incurred by the Purchaser in connection with such audit. If the Purchaser claims that any such audit reveals an underpayment of Royalty Payments, the Purchaser will make the audit papers for the relevant period available to the Corporation. For greater certainty, if an audit reveals that there has been an underpayment of Royalty Payments, an Event of Default in respect of any such underpayment shall be calculated pursuant deemed to Section 5.2(d); and (z) occur only if such underpayment is not satisfied by the underpayment exceeds Corporation within five Business Days following the greater of five percent (5%) of date on which the total Royalty Payment owed for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000), the reasonable fees and expenses of the Accountant performing the audit; and (ii) if the Accountant’s report correctly shows, in the aggregate, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall be entitled to deduct the amount Corporation has been given written notice of such overpayment from any subsequent Royalty Payment(s), together with interest on the overpayment that shall be calculated pursuant to Section 5.2(d). Subject to clause (ii) of the preceding sentence, Fortress’s accountant fees and expenses will be borne by Fortress. Notwithstanding anything in this Agreement to the contrary, Payor shall keep, or cause to be kept, records of the sales of the Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted to an applicable Tax authority, and shall give Fortress any commercially reasonable assistance in relation thereto. ​underpayment.

Audit Right. During the term Provided there is no Event of this Agreement and for a period of two (2) years thereafterDefault, Fortress Tenant shall have the rightright to cause Landlord’s determination of Tenant’s Pro Rata Share of Total Operating Costs to be audited by an auditor reasonably acceptable to Landlord, upon prior written notice one time with respect to Payor, not more than once in any Fiscal Year, provided notice of Tenant’s desire to so audit the books is given to Landlord no later than forty-five (45) days after Tenant receives an annual statement from Landlord and records of Payor, for the purpose of confirming Payor’s compliance provided that such review is thereafter commenced and prosecuted by Tenant with the provisions of this Agreement, through an independent certified public due diligence. Any Operating Costs statement or accounting firm of nationally recognized standing selected by Fortress and acceptable to Parent (the “Accountant”). The Accountant shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, with respect to all information provided by, and all Confidential Information of, Payor. Payor shall grant the Accountant access during normal business hours to the books and records of Payor concerning the Product as may be reasonably necessary for the sole purpose of verifying the accuracy of the reports required to be furnished by Payor pursuant to Sections 5.2(b); provided, however, that verification shall not include records for more than the preceding three (3) years. The records and results of the auditors Landlord shall be deemed Confidential Information of Payor binding and Fortress. A copy of the Accountant’s report (and any drafts thereof that are delivered to Fortress) shall be delivered to Parent simultaneously with its delivery to Fortress. Subject to the immediately following paragraphs, conclusive upon Tenant unless (i) if the Accountant’s report correctly showsTenant duly requests such review within such 45-day period, in the aggregate, an underpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress within thirty (30) days after Parent’s receipt of such report: (x) the amount of the underpayment; (y) interest on the underpayment that shall be calculated pursuant to Section 5.2(d); and (z) if the underpayment exceeds the greater of five percent (5%) of the total Royalty Payment owed for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000), the reasonable fees and expenses of the Accountant performing the audit; and (ii) within 3 months after such review request, Tenant shall notify Landlord in writing that Tenant disputes the correctness of such statement, specifying the particular respects in which the statement is claimed to be incorrect. The auditor conducting the review shall be compensated on an hourly basis and shall not be compensated based upon percentage of overcharges it discovers. No subtenant shall have any right to conduct a review, and no assignee shall conduct a review for any period during which such assignee was not in possession of the Premises. Tenant agrees that all information obtained from any such Operating Costs review, including without limitation, the results of any Operating Costs review shall be kept strictly confidential by Tenant and shall not be disclosed to any other person or entity. If as a result of such audit it is mutually agreed, or if it is ultimately determined, that Landlord’s determination of the foregoing is (i) overstated, or (ii) understated, then in the case of (i) Landlord shall credit the difference against monthly installments of Rent next thereafter coming due (or refund he difference if the Accountant’s report correctly showsTerm has ended and Tenant has no further obligation to Landlord), or in the aggregate, an overpayment case of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor ii) Tenant shall be entitled pay to deduct Landlord the amount of such overpayment from any subsequent Royalty Payment(s), together with interest on the overpayment that excess. The cost of such audit shall be calculated pursuant paid by Tenant unless the final result of such audit shall indicate an overstatement of more than 10%, in which case the cost of such audit shall be paid for by Landlord up to Section 5.2(d). Subject to clause (ii) a maximum amount of the preceding sentence, Fortress’s accountant fees and expenses will be borne by Fortress. Notwithstanding anything in this Agreement to the contrary, Payor shall keep, or cause to be kept, records of the sales of the Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted to an applicable Tax authority, and shall give Fortress any commercially reasonable assistance in relation thereto. ​$3,000.

Audit Right. During Upon not less than ten Business Days written notice (the term of this Agreement and for a period of two (2) years thereafter“Audit Notice”), Fortress the Seller shall have the right, upon prior written notice to Payor, not more than once in any Fiscal Year, right to audit the books and records of Payor, the Buyer and the Company Parties for the purpose of confirming Payor’s determining the correctness of their computation and payment of any Launch Products Deferred Payment and/or Hycet Deferred Payment for up to three years prior to the date of the Audit Notice and for the purposes of determining compliance with the provisions of other covenants set forth in this Agreement, through an independent certified public accounting firm of nationally recognized standing selected by Fortress Section 1.7. Such audit may not be conducted more than once in any calendar year and acceptable to Parent (the “Accountant”). The Accountant shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, with respect to all information provided by, and all Confidential Information of, Payor. Payor shall grant the Accountant access be conducted during normal business hours at the Seller’s cost, provided, that any accounting firm or other Representative involved enters into a reasonable confidentiality agreement with the Company (to be approved by the Company in its sole reasonable discretion) prior to commencing any such audit. The Buyer shall provide the Seller and its advisors with reasonable access to all pertinent books and records of Payor concerning the Company related to the Product or the Launch Products and shall reasonably cooperate with the Seller’s and its advisors’ efforts to conduct such audits. The Seller may object to any Deferred Payment Calculation by delivering a written notice of objection (a “Deferred Payment Calculation Objection Notice”), which shall specify the items in the applicable Deferred Payment Calculation disputed by Seller and shall describe in reasonable detail the basis for such objection, as may be reasonably necessary well as the amount in dispute. If Seller delivers a Deferred Payment Calculation Objection Notice, Buyer and Seller shall negotiate in good faith for up to ten Business Days to resolve the sole purpose of verifying disputed items and agree upon the accuracy resulting amount of the reports required Launch Products Deferred Payment and/or Hycet Deferred Payment that is the subject of the Deferred Payment Calculation Objection Notice. If Buyer and Seller are unable to reach agreement within ten Business Days after the Deferred Payment Calculation Objection Notice has been delivered, all unresolved disputed items shall be furnished by Payor pursuant promptly referred to Sections 5.2(b); provided, however, that verification shall not include records for more than the preceding three (3) yearsReviewing Accountant. The records Reviewing Accountant shall be directed to render a written report on the unresolved disputed items with respect to the applicable Deferred Payment Calculation as promptly as practicable, but in no event greater than 30 days after such submission to the Reviewing Accountant, and results to resolve only those unresolved disputed items set forth in the Deferred Payment Calculation Objection Notice. If unresolved disputed items are submitted to the Reviewing Accountant, Buyer and Seller shall each furnish to the Reviewing Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Reviewing Accountant may reasonably request. The Reviewing Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer and Seller, and not by independent review. The Reviewing Accountant will not have the power to alter, modify, amend, add to or subtract from any term or provision of this Agreement. The resolution of the auditors dispute and the calculation of the Launch Products Deferred Payment and/or Hycet Deferred Payment that is the subject of the Deferred Payment Calculation Objection Notice by the Reviewing Accountant shall be deemed Confidential Information of Payor final and Fortressbinding on the parties hereto. A copy of the Accountant’s report (and any drafts thereof that are delivered to Fortress) shall be delivered to Parent simultaneously with its delivery to Fortress. Subject to the immediately following paragraphs, (i) if the Accountant’s report correctly shows, in the aggregate, If there has been an underpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress within thirty (30) days after Parent’s receipt the aggregate Launch Products Deferred Payment and/or Hycet Deferred Payment due for the period being audited of such report: (x) the amount of the underpayment; (y) interest on the underpayment that shall be calculated pursuant to Section 5.2(d); and (z) if the underpayment exceeds the greater of more than five percent (5%) of the total Royalty Payment owed amount due for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000)period, the Buyer shall reimburse the Seller for the reasonable fees and expenses out-of pocket costs (including Reviewing Accountants’ fees) incurred by the Accountant performing the audit; and (ii) if the Accountant’s report correctly shows, in the aggregate, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall be entitled to deduct the amount of such overpayment from any subsequent Royalty Payment(s), together with interest on the overpayment that shall be calculated Seller pursuant to this Section 5.2(d1.7(d). Subject to clause (ii) of the preceding sentence, Fortress’s accountant fees and expenses will be borne by Fortress. Notwithstanding anything in this Agreement to the contrary, Payor shall keep, or cause to be kept, records of the sales of the Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted to an applicable Tax authority, and shall give Fortress any commercially reasonable assistance in relation thereto. ​.

Audit Right. During The Company shall keep, and shall require its Affiliates to keep, full, true and accurate books of account it used to calculate the term Net Sales for purposes of this Agreement and for a period of two (2) years thereafter, Fortress shall have the right, upon prior written notice to Payor, not more than once in any Fiscal Year, to audit the books and records of PayorRoyalty Payments hereunder, for the purpose of confirming Payor’s compliance with the provisions of this Agreement, through an independent certified public accounting firm of nationally recognized standing selected by Fortress and acceptable to Parent (the “Accountant”). The Accountant shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, with respect to all information provided by, and all Confidential Information of, Payor. Payor shall grant the Accountant access during normal business hours to the books and records of Payor concerning the Product as may be reasonably necessary for the sole purpose of verifying the accuracy of the reports required to be furnished by Payor pursuant to Sections 5.2(b); provided, however, that verification shall not include records for more than the preceding at least three (3) yearscalendar years after the calendar year with respect to which the applicable Royalty Payments were calculated. The records Founder has the right, at his expense, to engage an independent, certified public accountant selected by the Founder and results reasonably acceptable to the Company or, if applicable, its Affiliate, to perform, on behalf of the auditors shall be deemed Confidential Information Founder, an audit of Payor such books and Fortress. A copy records solely to report on the correctness of the Accountant’s report (and any drafts thereof that are delivered to Fortress) shall be delivered to Parent simultaneously with its delivery to Fortress. Subject to the immediately following paragraphs, (i) if the Accountant’s report correctly showsRoyalty Payments, in the aggregate, an underpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor locations where such records are maintained. Such audit shall remit to Fortress within be conducted only upon thirty (30) days after Parent’s receipt of such report: (x) prior written notice to the Company and its Affiliates, during regular business hours. The auditor shall be required to enter into a confidentiality agreement with the Company or its Affiliates, as applicable, and the auditor may only disclose to the Founder whether the Royalty Payments for the relevant calendar year were correctly calculated and, if not, the amount of over- or under-payments to the underpayment; Founder. The records for any calendar year may be audited no more than once and no records may be audited more than three (y3) interest on calendar years after the underpayment that shall be calendar year with respect to which such Net Sales were calculated pursuant to Section 5.2(d); and (z) if the underpayment exceeds the greater of five percent (5%) for purposes of the total Royalty Payment owed for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000), the reasonable fees and expenses of the Accountant performing the audit; and (ii) if the Accountant’s report correctly shows, in the aggregate, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000)hereunder. If such audit identifies an over-payment to the Founder, Payor shall be entitled to deduct the amount of such overpayment from any subsequent Royalty Payment(s), together with interest on the overpayment that over-payment shall be calculated pursuant credited against future Royalty Payments owed to Section 5.2(dthe Founder (or, if no further Royalty Payments are owed to the Founder, the Founder shall reimburse any such overpayment to the Company within ninety (90) days after the last Royalty Payment made by the Company to the Founder). Subject If such audit identifies an under-payment to clause the Founder, the Company shall, within ninety (ii90) days after receipt of the preceding sentenceaudit report, Fortress’s accountant fees and expenses will be borne by Fortress. Notwithstanding anything in this Agreement pay to the contraryFounder the amount of such under-payment, Payor shall keepalong with simple interest at the rate of one percent (1%) per month, or cause to be keptfrom the date such underpayment was originally owed until the date it is paid, records of but in no event more than the sales of the Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon request highest rate permitted by Fortress, Payor shall supply Fortress with those records, which may be submitted to an applicable Tax authority, and shall give Fortress any commercially reasonable assistance in relation thereto. ​law.

Audit Right. During Following the term First Commercial Sale and during the Term of this Agreement and for a period of two five (25) years thereafter, Fortress 4-AB shall keep, and shall cause its Affiliates and Sublicensees to keep, full, true and accurate books and records containing all particulars relevant to its sales of Licensed Products in sufficient detail to enable LICR to verify the amounts payable to it under this Agreement for the preceding five (5) year period. LICR shall have the right, upon prior written notice to Payor, not more than once in during any Fiscal Yearcalendar year, to audit have the books and records of Payor, for the purpose of confirming Payor’s compliance with the provisions of this Agreement, through 4-AB and its Affiliates audited by an independent certified public accounting firm of nationally recognized standing selected international standing. 4-AB shall include in each sublicense granted by Fortress it pursuant to this Agreement a provision requiring the Sublicensee to make reports to 4-AB or its Affiliates, to keep and acceptable maintain records of sales made pursuant to Parent (such sublicense and to grant access to such records to LICR’s auditors to the “Accountant”)same extent required of 4-AB and its Affiliates under this Section. The Accountant Audits under this Section shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, with respect to all information provided by, and all Confidential Information of, Payor. Payor shall grant the Accountant access be conducted during normal business hours to the books hours, upon at least forty-five (45) days’ prior written notice, and records of Payor concerning the Product as may be reasonably necessary for the sole purpose of verifying the accuracy of the reports required royalties payable to be furnished by Payor pursuant to Sections 5.2(b); provided, however, that verification shall not include records for more than the preceding three (3) yearsLICR under this Agreement. The records All information and results of the auditors data reviewed in any audit conducted under this Section shall be deemed used only for the purpose of verifying royalties payable to LICR under this Agreement and shall be treated as Confidential Information of Payor 4-AB subject to the terms of this Agreement. LICR shall cause its accounting firm to enter into an acceptable confidentiality agreement with 4-AB and Fortressits Affiliates and Sublicensees, as applicable. A copy of The accounting firm shall disclose to LICR only whether the Accountant’s report (royalty reports are correct or incorrect and the specific details concerning any drafts thereof that are delivered to Fortress) discrepancies. No other information shall be delivered provided to Parent simultaneously with its delivery to FortressLICR. Subject LICR shall bear the full cost of such audits, unless such inspection leads to the immediately following paragraphs, (i) if the Accountant’s report correctly shows, in the aggregate, an underpayment discovery of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress within thirty (30) days after Parent’s receipt a discrepancy of such report: (x) the amount of the underpayment; (y) interest on the underpayment that shall be calculated pursuant to Section 5.2(d); and (z) if the underpayment exceeds greater than the greater of five ten percent (510%) in reporting to LICR's detriment, or of the total Royalty Payment owed for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000), for any calendar year. In such instance, 4AB agrees to pay the reasonable fees and expenses of the Accountant performing the audit; and (ii) if the Accountant’s report correctly shows, in the aggregate, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall be entitled to deduct the amount cost of such overpayment audit plus interest as stipulated in Section 3.6 from any subsequent Royalty Payment(s), together with interest on the overpayment that shall be calculated pursuant to Section 5.2(d). Subject to clause (ii) of the preceding sentence, Fortress’s accountant fees and expenses will be borne by Fortress. Notwithstanding anything in this Agreement to the contrary, Payor shall keep, or cause to be kept, records of the sales of the Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted date the audit report is delivered to an applicable Tax authority, and shall give Fortress any commercially reasonable assistance in relation thereto. ​4AB.

Audit Right. During Within one hundred twenty (120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the term of this Agreement and for a period of two (2) years thereafteramount set forth in the Statement, Fortress shall have the right, upon prior written notice to Payor, not more than once in any Fiscal Year, to audit the books and records of Payor, for the purpose of confirming PayorTenant’s compliance with the provisions of this Agreement, through employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not compensated on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records (pertaining to Landlord’s calculation of nationally recognized standing selected by Fortress Direct Expenses) at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and acceptable to Parent (the “Accountant”). The Accountant provided further that Tenant and such employees or accountant shall execute a Landlord’s standard confidentiality agreement, in a form reasonably acceptable agreement agreeing to Parent, with respect to keep all information provided bycontained in Landlord’s records, and all Confidential Information of, Payor. Payor shall grant as well as the Accountant access during normal business hours to the books and records of Payor concerning the Product as may be reasonably necessary for the sole purpose of verifying the accuracy of the reports required to be furnished by Payor pursuant to Sections 5.2(b); provided, however, that verification shall not include records for more than the preceding three (3) years. The records and results of the auditors certification described below, in strict confidence. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period. Tenant’s failure to dispute the amounts set forth in any Statement within the Review Period shall be deemed Confidential Information to be Tenant’s approval of Payor such Statement and FortressTenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. A copy of the Accountant’s report (and any drafts thereof that are delivered to Fortress) shall be delivered to Parent simultaneously with its delivery to Fortress. Subject to the immediately following paragraphsIf after such inspection, (i) if the Accountant’s report correctly shows, in the aggregate, an underpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress but within thirty (30) days after Parentthe Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, Landlord and Tenant shall attempt in good faith to resolve such dispute. If Landlord and Tenant cannot resolve such dispute within thirty (30) days of Landlord’s receipt of Tenant’s dispute notice, then a certification as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. However, if such report: (x) certification by the accountant proves that the total amount of Direct Expenses set forth in the underpayment; (y) interest on the underpayment that shall be calculated pursuant to Section 5.2(d); and (z) if the underpayment exceeds the greater of Statement were overstated by more than five percent (5%) ), then the reasonable cost of the total Royalty Payment owed accountant and such certification shall be paid for by Landlord. Promptly following the resolution of the dispute or receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. Landlord shall not be liable for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000)payment of any contingency fee payments to any accountant, the reasonable fees and expenses auditor or consultant of the Accountant performing the audit; and (ii) if the Accountant’s report correctly shows, in the aggregate, an overpayment Tenant. The provisions of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor this Section shall be entitled the sole method to deduct be used by Tenant to dispute the amount of such overpayment from any subsequent Royalty Payment(s), together with interest on the overpayment that shall be calculated pursuant to Section 5.2(d). Subject to clause (ii) of the preceding sentence, Fortress’s accountant fees and expenses will be borne by Fortress. Notwithstanding anything in this Agreement to the contrary, Payor shall keep, or cause to be kept, records of the sales of the Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted to an applicable Tax authority, and shall give Fortress any commercially reasonable assistance in relation thereto. ​Direct Expenses.

Audit Right. During ENDO shall keep full and true books of accounts and other records in sufficient detail so that the term royalties payable hereunder can be properly ascertained. ENDO shall, at the request of TEIKOKU, permit a U.S. nationally recognized independent certified public accountant selected by TEIKOKU (but not the accountant that conducts or has within the past three years conducted the audit of TEIKOKU’s financial statements) to have access during ordinary business hours, to such books and records as may be necessary to determine the correctness of any payment report or payment made under this Agreement or to obtain information as to royalties payable in case of failure to report or pay pursuant to the terms of this Agreement Agreement. The auditor will execute a written confidentiality agreement with ENDO and for will disclose to TEIKOKU only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement. The auditor will send a period copy of two the report to ENDO at the same time it is sent to TEIKOKU. Such examination shall be conducted (2a) years thereafter, Fortress shall have the right, upon after at least thirty (30) days’ prior written notice from TEIKOKU, (b) at the facility(ies) where such books and records are maintained, (c) without disruption to Payoroperations of ENDO (to the extent reasonably practicable, not such examination shall be completed within 30 business days), and (d) no more frequently than once in any Fiscal Year, to audit the books and records of Payor, calendar year. TEIKOKU shall be responsible for expenses for the purpose independent certified public accountant, except that ENDO shall reimburse TEIKOKU up to *** or such independent accountant documented services if the independent accountant determines the royalties paid by ENDO to TEIKOKU are less than *** of confirming Payor’s compliance the amount actually owed for the period of the audit and such determination is finally resolved in favor of TEIKOKU pursuant to clause (c) below if contested by ENDO. All inspections made hereunder shall be made no later than *** after the royalty that is the subject of the investigation was due, and all royalty payments not so audited within *** will be deemed accurate and in accordance with the provisions terms of this Agreement, through an independent certified public accounting firm of nationally recognized standing selected by Fortress and acceptable to Parent (the “Accountant”). The Accountant shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, with respect to all information provided by, and all Confidential Information of, Payor. Payor shall grant the Accountant access during normal business hours to the books and records of Payor concerning the Product as may be reasonably necessary for the sole purpose of verifying the accuracy of the reports required to be furnished by Payor pursuant to Sections 5.2(b); provided, however, that verification shall not include records for more than the preceding three (3) years. The records and results of the auditors shall be deemed Confidential Information of Payor and Fortress. A copy of the Accountant’s report (and any drafts thereof that are delivered to Fortress) shall be delivered to Parent simultaneously with its delivery to Fortress. Subject to the immediately following paragraphs, (i) if the Accountant’s report correctly shows, in the aggregate, an underpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress within thirty (30) days after Parent’s receipt of such report: (x) the amount of the underpayment; (y) interest on the underpayment that shall be calculated pursuant to Section 5.2(d); and (z) if the underpayment exceeds the greater of five percent (5%) of the total Royalty Payment owed for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000), the reasonable fees and expenses of the Accountant performing the audit; and (ii) if the Accountant’s report correctly shows, in the aggregate, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall be entitled to deduct the amount of such overpayment from any subsequent Royalty Payment(s), together with interest on the overpayment that shall be calculated pursuant to Section 5.2(d). Subject to clause (ii) of the preceding sentence, Fortress’s accountant fees and expenses will be borne by Fortress. Notwithstanding anything in this Agreement to the contrary, Payor shall keep, or cause to be kept, records of the sales of the Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted to an applicable Tax authority, and shall give Fortress any commercially reasonable assistance in relation thereto. ​.

Audit Right. During If Tenant disputes the term amount of this Agreement and the Operating Expenses and/or Tax Expenses set forth in the Statement for a period of two (2) years thereafterany particular Expense Year delivered by Landlord to Tenant pursuant to Section 4.3.2 above, Fortress then Tenant shall have the right, at Tenant's cost, upon thirty (30) days' prior written notice to Payor, not more than once in any Fiscal YearLandlord, to audit the books and records of Payorhave Tenant's authorized employees inspect, for the purpose of confirming Payor’s compliance with the provisions of this Agreement, through an independent certified public accounting firm of nationally recognized standing selected by Fortress and acceptable to Parent (the “Accountant”). The Accountant shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, with respect to all information provided by, and all Confidential Information of, Payor. Payor shall grant the Accountant access at Landlord's offices during normal business hours to the books hours, Landlord's books, records and records of Payor supporting documents concerning the Product as may be reasonably necessary for the sole purpose of verifying the accuracy of the reports required to be furnished by Payor pursuant to Sections 5.2(b)Operating Expenses and Tax Expenses set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow), or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months immediately following Landlord's delivery of the particular Statement in question (the "Review Period"); provided, further, that verification notwithstanding any such timely objection, dispute, inspection, and/or audit, and as a condition precedent to Tenant's exercise of its right of objection, dispute, inspection and/or audit as set forth in this Section 4.6, Tenant shall not include records be permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this Article 4 in accordance with such Statement. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for more than documentation, Tenant still disputes the amount of the Operating Expenses and Tax Expenses set forth in the Statement, then Tenant shall have the right, within the Review Period, to cause a nationally recognized independent certified public accountant (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding three five (35) years. The year period) mutually approved by Landlord and Tenant, which approval shall not be unreasonably withheld or delayed (the "Accountant") to complete an audit of Landlord's books and records and results to determine the proper amount of the auditors Operating Expenses and Tax Expenses incurred and amounts payable by Tenant for the Expense Year which is the subject of such Statement. Such audit by the Accountant shall be deemed Confidential Information of Payor final and Fortressbinding upon Landlord and Tenant. A copy If Landlord and Tenant cannot mutually agree as to the identity of the Accountant’s report (and any drafts thereof that are delivered to Fortress) shall be delivered to Parent simultaneously with its delivery to Fortress. Subject to the immediately following paragraphs, (i) if the Accountant’s report correctly shows, in the aggregate, an underpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress Accountant within thirty (30) days after Parent’s receipt Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the "Big 4" accounting firms or another nationally recognized accounting firm (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period), as selected by Tenant. If such audit reveals that Landlord has over- charged Tenant, then within thirty (30) days after the results of such report: audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (x30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord's original Statement that was the subject of such audit overstated Operating Expenses and Tax Expenses by ten percent (10%) or more of the actual Operating Expenses and Tax Expenses verified by such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not in excess of the amount of the underpayment; (y) interest on Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the underpayment that Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be calculated pursuant to Section 5.2(d); and (z) if the underpayment exceeds the greater of five percent (5%) conclusively deemed Tenant's approval of the total Royalty Payment owed for the Fiscal Year then being reviewed Statement in question and Fifty Thousand U.S. dollars ($50,000), the reasonable fees and expenses of the Accountant performing the audit; and (ii) if the Accountant’s report correctly shows, in the aggregate, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall be entitled to deduct the amount of such overpayment from Operating Expenses and Tax Expenses shown thereon. In connection with any subsequent Royalty Payment(s), together with interest on the overpayment that shall be calculated inspection and/or audit conducted by Tenant pursuant to this Section 5.2(d). Subject 4.6, Tenant agrees to clause (ii) of the preceding sentence, Fortress’s accountant fees and expenses will be borne by Fortress. Notwithstanding anything in this Agreement to the contrary, Payor shall keep, or and to cause all of Tenant's employees and consultants and the Accountant to be keptkeep, all of Landlord's books and records of and the sales of the Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted to an applicable Tax authorityaudit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall give Fortress any cause such employees, consultants and the Accountant to execute commercially reasonable assistance in relation thereto. ​confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits.

Audit Right. During the term of this Agreement and for a period of two (2) years thereafter, Fortress The Authority shall have the right, upon prior written notice to Payor, not more than once in any Fiscal Yearreasonable notice, to audit the books and records of Payor, for the purpose of confirming Payor’s compliance with the provisions of this Agreement, through an independent certified public accounting firm of nationally recognized standing selected by Fortress and acceptable any time up to Parent (the “Accountant”). The Accountant shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, with respect to all information provided by, and all Confidential Information of, Payor. Payor shall grant the Accountant access during normal business hours to the books and records of Payor concerning the Product as may be reasonably necessary for the sole purpose of verifying the accuracy of the reports required to be furnished by Payor pursuant to Sections 5.2(b); provided, however, that verification shall not include records for more than the preceding three (3) years. The records and results years after payment of its final invoice, the auditors shall be deemed Confidential Information of Payor and Fortress. A copy of the Accountant’s report (Fees, Reimbursable Expenses and any drafts thereof that are delivered to Fortress) shall be delivered to Parent simultaneously with its delivery to Fortress. Subject other information relative to the immediately following paragraphsConsultant’s representations, (i) if the Accountant’s report correctly showswarranties, in the aggregate, an underpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress within thirty (30) days after Parent’s receipt of such report: (x) the amount of the underpayment; (y) interest on the underpayment that shall be calculated pursuant to Section 5.2(d); and (z) if the underpayment exceeds the greater of five percent (5%) of the total Royalty Payment owed for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000), the reasonable fees and expenses of the Accountant performing the audit; and (ii) if the Accountant’s report correctly shows, in the aggregate, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall be entitled to deduct the amount of such overpayment from any subsequent Royalty Payment(s), together with interest on the overpayment that shall be calculated pursuant to Section 5.2(d). Subject to clause (ii) of the preceding sentence, Fortress’s accountant fees and expenses will be borne by Fortress. Notwithstanding anything in this Agreement to the contrary, Payor shall keep, or cause to be kept, records of the sales of the Products covenants under this Agreement Agreement. During the Term and for a period of three (3) years after the expiration payment of each Fiscal Yearthe final invoice, the Consultant shall maintain complete and accurate books and records regarding its business operations relevant to the calculation of Fees, Reimbursable Expenses, and any other information relevant to the Consultant’s representations, warranties, and covenants under this Agreement. Upon request by FortressDuring the Term and for three (3) years after the payment of the final invoice, Payor the Consultant shall supply Fortress with those make such books and records, and appropriate personnel, available during normal business hours for audit by the Authority or its authorized representative; provided that the Authority shall: (a) provide the Consultant with reasonable prior notice of any audit; (b) undertake an audit no more than once per calendar quarter; and (c) conduct or cause to be conducted such audit in a manner designed to minimize disruption of the Consultant’s normal business operations. The Authority may take copies and abstracts of materials audited, provided, that such material will be the Consultant’s Confidential Information, subject to the same protections as are afforded the Authority’s Confidential Information pursuant to Section 13.1. The Authority will pay the cost of such audits unless an audit reveals a discrepancy in payment or reporting of five (5) percent or more, in which may be submitted case the Consultant shall reimburse the Authority for the reasonable cost of the audit. The Consultant shall immediately upon notice from the Authority pay the Authority the amount of any overpayment revealed by the audit, together with any reimbursement pursuant to an applicable Tax authority, and shall give Fortress any commercially reasonable assistance in relation thereto. ​the preceding sentence.

Audit Right. During Upon not less than ten Business Days’ notice (the term of this Agreement and for a period of two (2) years thereafter“Audit Notice”), Fortress shall have the right, upon prior written notice to Payor, not more than once in any Fiscal Year, to Buyer may audit the books and records of Payorthe Payor once every calendar year to determine the computation of any Royalty Payment for up to three years prior to the date of the Audit Notice, provided that no audit for a given year shall be repeated pursuant to this provision, but shall be final in all respects for the purpose period reviewed upon completion of confirming Payorthe audit. Such audit shall be conducted during normal business hours at the Buyer’s compliance cost, provided that any Representative involved enters into a reasonable confidentiality agreement with the Payor (to be approved by the Payor in its sole reasonable discretion) prior to commencing any such audit. The Payor shall provide the Buyer and its Representatives with reasonable access to all such books and records and shall reasonably cooperate with the Buyer’s and its Representatives’ efforts to conduct such audits. The Buyer may object to any Royalty Calculation by delivering a notice of objection (a “Royalty Objection Notice”), which shall specify the disputed items in the Royalty Calculation and shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If the Buyer delivers Payor such Notice, Payor and Buyer shall negotiate in good faith for up to ten Business Days to resolve the disputed items and agree upon the resulting amount of the disputed Royalty Payment. If Payor and Buyer are unable to reach such agreement, all unresolved disputed items shall be promptly referred to the Reviewing Accountant. The Reviewing Accountant shall render a written report on only such items as promptly as practicable, but in no event greater than 30 days after such referral. If disputed items are submitted to the Reviewing Accountant, Payor and Buyer shall furnish to the Reviewing Accountant such work papers, schedules and other documents and information relating to the items as the Reviewing Accountant may reasonably request. The Reviewing Accountant shall resolve the disputed items based solely on the provisions of this AgreementAgreement and the presentations by Payor and Buyer, through an and not by independent certified public accounting firm of nationally recognized standing selected by Fortress and acceptable to Parent (the “Accountant”)review. The Reviewing Accountant will not have the power to amend this Agreement. The resolution of the dispute and the calculation of the Royalty Payment by the Reviewing Accountant shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, with respect to all information provided by, be final and all Confidential Information of, Payor. Payor shall grant binding on the Accountant access during normal business hours to the books and records of Payor concerning the Product as may be reasonably necessary for the sole purpose of verifying the accuracy of the reports required to be furnished by Payor pursuant to Sections 5.2(b); provided, however, that verification shall not include records for more than the preceding three (3) years. The records and results of the auditors shall be deemed Confidential Information of Payor and Fortressthe Buyer. A copy of the Accountant’s report (and any drafts thereof that are delivered to Fortress) shall be delivered to Parent simultaneously with its delivery to Fortress. Subject to the immediately following paragraphs, (i) if the Accountant’s report correctly shows, in the aggregate, If there has been an underpayment of the Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress within thirty (30) days after Parent’s receipt Payment due for the period being audited of such report: (x) the amount of the underpayment; (y) interest on the underpayment that shall be calculated pursuant to Section 5.2(d); and (z) if the underpayment exceeds the greater of more than five percent (5%) of the total Royalty Payment owed amount due for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000)period, the reasonable fees and expenses of the Accountant performing the audit; and (ii) if the Accountant’s report correctly shows, in the aggregate, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall be entitled to deduct reimburse the amount of such overpayment from any subsequent Royalty Payment(s), together with interest on Buyer for the overpayment that shall be calculated reasonable out-of-pocket costs (including the Reviewing Accountants’ fees) incurred by the Buyer pursuant to this Section 5.2(d2(d). Subject to clause (ii) of the preceding sentence, Fortress’s accountant fees and expenses will be borne by Fortress. Notwithstanding anything in this Agreement to the contrary, Payor shall keep, or cause to be kept, records of the sales of the Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted to an applicable Tax authority, and shall give Fortress any commercially reasonable assistance in relation thereto. ​.

Audit Right. During Tenant shall have the term right, at its own cost and expense, to audit or inspect Landlord's detailed records each year with respect to Operating Expenses, as well as all other Additional Rent payable by Tenant pursuant to this Lease. Landlord shall utilize, and cause to be utilized, accounting records and procedures conforming to generally accepted accounting principles consistently applied with respect to all of the Operating Expenses. Pursuant to the foregoing, Landlord shall be obligated to keep such records for all lease years associated with this Agreement and for a period of Lease until two (2) years thereafter, Fortress following the termination of the Lease. Tenant shall have the right, upon give Landlord not less than ten (10) business days prior written notice of its intention to Payorconduct any such audit. Landlord shall cooperate with Tenant during the course of such audit, not more than once in any Fiscal Year, to audit the books and records of Payor, for the purpose of confirming Payor’s compliance with the provisions of this Agreement, through an independent certified public accounting firm of nationally recognized standing selected by Fortress and acceptable to Parent (the “Accountant”). The Accountant which shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, with respect to all information provided by, and all Confidential Information of, Payor. Payor shall grant the Accountant access be conducted during normal business hours in Landlord's Building management office. Landlord agrees to the books and records of Payor concerning the Product make such personnel available to Tenant as may be is reasonably necessary for the sole purpose of verifying the accuracy of the reports required Tenant, Tenant's employees and agents, to be furnished by Payor pursuant to Sections 5.2(b); providedconduct such audit, however, that verification but in no event shall not include records for such audit last more than the preceding three (3) years. The records and results of the auditors shall be deemed Confidential Information of Payor and Fortress. A copy of the Accountant’s report (and any drafts thereof that are delivered to Fortress) shall be delivered to Parent simultaneously with its delivery to Fortress. Subject to the immediately following paragraphs, (i) if the Accountant’s report correctly shows, in the aggregate, an underpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress within thirty (30) days after Parent’s receipt of such report: (x) the amount of the underpayment; (y) interest on the underpayment that shall be calculated pursuant to Section 5.2(d); and (z) if the underpayment exceeds the greater of five percent (5%) of the total Royalty Payment owed business days in duration for the Fiscal Year then being reviewed each lease year audited. Landlord shall make such records available to Tenant, Tenant's employees and Fifty Thousand U.S. dollars ($50,000)agents, the reasonable fees for inspection during normal business hours. Tenant, Tenant's employees and expenses of the Accountant performing the audit; and (ii) if the Accountant’s report correctly showsagents, in the aggregate, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall be entitled to deduct make photocopies of such records, provided Tenant bears the expense of such copying. If such audit discloses that the amount of paid by ▇▇▇▇▇▇ has been overstated by more than three percent (3%), then, in addition to immediately repaying such overpayment from any subsequent Royalty Payment(s)to Tenant, together Landlord shall also pay the costs incurred by Tenant in connection with interest on the overpayment that shall be calculated pursuant to Section 5.2(d). Subject to clause (ii) of the preceding sentence, Fortress’s accountant fees and expenses will be borne by Fortress. Notwithstanding anything in this Agreement to the contrary, Payor shall keep, or cause to be kept, records of the sales of the Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted to an applicable Tax authority, and shall give Fortress any commercially reasonable assistance in relation thereto. ​such audit.

Audit Right. During the term of this Agreement and for a period of two (2) years thereafter, Fortress shall Seller Group will have the right, at reasonable times and upon prior written reasonable notice to Payor, not more than once in any Fiscal YearBuyer, to audit Buyer's financial information upon which the books payments to Seller under Sections 3.2.4, 6.3 and records of Payor6.5 (each a "Specified Payment") are calculated, for the purpose of confirming Payor’s compliance with subject to the provisions of this the Confidentiality Agreement. Buyer shall give the Seller Group and its representatives full access during the Audit Period, through an independent certified public accounting firm of nationally recognized standing selected by Fortress and acceptable to Parent (the “Accountant”). The Accountant shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, with respect to all information provided by, and all Confidential Information of, Payor. Payor shall grant the Accountant access during normal business hours and upon notice to Buyer that the books and records of Payor concerning Seller Group wishes to review such financial information. If the Product as may be reasonably necessary for the sole purpose of verifying the accuracy of the reports required to be furnished by Payor pursuant to Sections 5.2(b); provided, however, that verification shall Seller Group does not include records for more than the preceding three (3) years. The records and results of the auditors shall be deemed Confidential Information of Payor and Fortress. A copy of the Accountant’s report (and any drafts thereof that are delivered to Fortress) shall be delivered to Parent simultaneously with its delivery to Fortress. Subject to the immediately following paragraphs, (i) if the Accountant’s report correctly shows, in the aggregate, an underpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress within thirty (30) days after Parent’s receipt of such report: (x) dispute the amount of the underpaymentSpecified Payment within said Audit Period, then the Seller Group shall be deemed to agree to the amount of the Specified Payment made by Buyer; (y) interest if the Seller Group does dispute the amount of the Specified Payment before the end of the Audit Period, then Buyer and Ellsworth shall meet to negotiate any outstanding differences. If they ▇▇▇▇▇▇ ▇gree on the underpayment that amount of the Specified Payment, then the dispute shall be calculated pursuant submitted to Section 5.2(d); the Accountants, and (z) if the underpayment exceeds Accountants shall review the greater of five percent (5%) amount of the total Royalty Specified Payment. Buyer shall give the Accountants full access, during normal business hours and upon notice to Buyer, to all books and records, work papers, schedules and calculations relating to the amount of the Specified Payment. After such review, the Accountants shall determine, on or before ninety (90) days after they began such review, the final amount of the Specified Payment owed for (the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000"Final Specified Payment Amount"), and shall promptly give written notice to Buyer and the reasonable Seller Group of such determination. Each of Buyer and Seller Group shall be bound by such determination, and Buyer shall pay the Final Specified Payment Amount (less the amount previously paid, if any) to Seller Group within five days after its receipt of such notice. The fees and expenses of the Accountant performing the audit; and (ii) if the Accountant’s report correctly shows, in the aggregate, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor Accountants shall be entitled to deduct paid one-half by the amount of such overpayment from any subsequent Royalty Payment(s), together with interest on the overpayment that shall be calculated pursuant to Section 5.2(d). Subject to clause (ii) of the preceding sentence, Fortress’s accountant fees Seller Group and expenses will be borne one-half by Fortress. Notwithstanding anything in this Agreement to the contrary, Payor shall keep, or cause to be kept, records of the sales of the Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted to an applicable Tax authority, and shall give Fortress any commercially reasonable assistance in relation thereto. ​Buyer.

Audit Right. During ENDO shall keep full and true books of accounts and other records in sufficient detail so that the term royalties payable hereunder can be properly ascertained. ENDO shall, at the request of this Agreement and for a period of two (2) years thereafterZARS, Fortress shall have the right, upon prior written notice to Payor, not more than once in any Fiscal Year, to audit the books and records of Payor, for the purpose of confirming Payor’s compliance with the provisions of this Agreement, through permit an independent certified public accounting firm of nationally recognized standing accountant selected by Fortress ZARS and acceptable to Parent (the “Accountant”). The Accountant shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, with respect ENDO to all information provided by, and all Confidential Information of, Payor. Payor shall grant the Accountant have access during normal ordinary business hours hours, to the such books and records of Payor concerning the Product as may be reasonably necessary for to determine the sole purpose correctness of verifying any payment report or payment made under this Agreement or to obtain information as to royalties payable in case of failure to report or pay pursuant to the terms of this Agreement. The auditor will execute a written confidentiality agreement with ENDO and will disclose to ZARS only the amount and accuracy of the reports required to be furnished by Payor pursuant to Sections 5.2(b); provided, however, that verification shall not include records for more than the preceding three (3) yearspayments reported and actually paid or otherwise payable under this Agreement. The records and results of the auditors shall be deemed Confidential Information of Payor and Fortress. A auditor will send a copy of the Accountant’s report (and any drafts thereof that are delivered to Fortress) ENDO at the same time it is sent to ZARS. Such examination shall be delivered to Parent simultaneously with its delivery to Fortress. Subject to the immediately following paragraphs, conducted (ia) if the Accountant’s report correctly shows, in the aggregate, an underpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress within after at least thirty (30) days after Parent’s receipt prior written notice from ZARS, (b) at the facility(ies) where such books and records are maintained, (c) without disruption to operations of ENDO (to the extent reasonably practicable, such report: (x) the amount of the underpayment; (y) interest on the underpayment that examination shall be calculated pursuant to Section 5.2(dcompleted within 30 business days); , and (zd) no more frequently than once in any calendar year. ZARS shall be responsible for expenses for the independent certified public accountant, except that ENDO shall reimburse ZARS’ reasonable fees for such independent accountant’s documented services if the underpayment exceeds independent accountant determines the greater of royalties paid by ENDO to ZARS are less than ninety five percent (595%) of the total Royalty Payment amount actually owed for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000), the reasonable fees and expenses period of the Accountant performing the audit; audit and (ii) if the Accountant’s report correctly shows, such determination is finally resolved in the aggregate, an overpayment favor of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall be entitled to deduct the amount of such overpayment from any subsequent Royalty Payment(s), together with interest on the overpayment that shall be calculated ZARS pursuant to Section 5.2(d). Subject to clause (iic) of the preceding sentence, Fortress’s accountant fees and expenses will below if contested by ENDO. All inspections made hereunder shall be borne by Fortress. Notwithstanding anything in this Agreement to the contrary, Payor shall keep, or cause to be kept, records of the sales of the Products under this Agreement for a period of made no later than three (3) years after the expiration royalty or payment report that is the subject of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted to an applicable Tax authoritythe investigation was due, and all royalty payments and payment reports not audited within three (3) years will be deemed accurate and in accordance with the terms of this Agreement. As a condition to any sublicense granted by ENDO hereunder, ENDO shall give Fortress ensure that ZARS has the same audit rights as those described in this Section 4.5(a) with respect to any commercially reasonable assistance in relation thereto. ​ENDO Affiliate or sublicensee.

Audit Right. During the term of this Agreement and for a period of two (2) years thereafter, Fortress shall have the right, upon prior written notice to Payor, not more than once in any Fiscal Year, to audit the books and records of Payor, for the purpose of confirming Payor’s compliance with the provisions of this Agreement, through an independent certified public accounting firm of nationally recognized standing selected by Fortress and acceptable to Parent (the “Accountant”). The Accountant shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, with respect to all information provided by, and all Confidential Information of, Payor. Payor shall grant the Accountant access during normal business hours to the books and records of Payor concerning the Product as may be reasonably necessary for the sole purpose of verifying the accuracy of the reports required to be furnished by Payor pursuant to Sections 5.2(b); provided, however, that verification shall not include records for more than the preceding three (3) years. The records and results of the auditors shall be deemed Confidential Information of Payor and Fortress. A copy of the Accountant’s report (and any drafts thereof that are delivered to Fortress) shall be delivered to Parent simultaneously with its delivery to Fortress. Subject to the immediately following paragraphs, (i) if the Accountant’s report correctly shows, in the aggregate, an underpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress within thirty (30) days after Parent’s receipt of such report: (x) the amount of the underpayment; (y) interest on the underpayment that shall be calculated pursuant to Section 5.2(d); and (z) if the underpayment exceeds the greater of five percent (5%) of the total Royalty Payment owed for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000), the reasonable fees and expenses of the Accountant performing the audit; and (ii) if the Accountant’s report correctly shows, in the aggregate, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall be entitled to deduct the amount of such overpayment from any subsequent Royalty Payment(s), together with interest on the overpayment that shall be calculated pursuant to Section 5.2(d). Subject to clause (ii) of the preceding sentence, Fortress’s accountant fees and expenses will be borne by Fortress. Notwithstanding anything in this Agreement to the contrary, Payor shall keep, or cause to be kept, records of the sales of the Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted to an applicable Tax authority, and shall give Fortress any commercially reasonable assistance in relation thereto. ​.

Audit Right. During the term of this Agreement and for a period of two Upon not less than seven (27) years thereafter, Fortress shall have the right, upon business days' ------------ ----------- prior written notice to PayorLandlord and during regular business hours of Landlord, but not more often than once in during any Fiscal Yearcalendar year, to audit the books Tenant and records its authorized representatives (who, if not Tenant employees, must be employees of Payor, for the purpose of confirming Payor’s compliance with the provisions of this Agreement, through an independent certified public accounting firm firm) shall have the right to audit, at Tenant's sole cost and expense, Landlord's books and records relating to any determination of nationally recognized standing selected by Fortress and acceptable to Parent Rent (including Operating Expenses) within six (6) months after Tenant's receipt thereof. Any dispute between the “Accountant”). The Accountant shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, parties hereto with respect to all information provided bysuch statement shall be resolved by binding arbitration conducted in Los Angeles County, California, in accordance with the then existing rules of the American Arbitration Association, with the arbitrator(s) to be an independent certified public accountant in good standing; judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, there shall not be deemed to be such a dispute unless Tenant notifies Landlord thereof within six (6) months after Tenant's receipt of such statement. Notwithstanding the foregoing, if, as a result of another tenant's audit, conducted by an independent certified public accounting firm, the disputed issue has already been resolved, Tenant shall accept the results of that audit. If there is a dispute and it is resolved through arbitration or otherwise, upon resolution thereof, Landlord shall, at its option, promptly return to Tenant any amount agreed or determined to have been overpaid to Landlord or apply such amount to the payment(s) of Rent next coming due hereunder, and all Confidential Information of, Payor. Payor Tenant shall grant the Accountant access during normal business hours promptly pay to the books and records of Payor concerning the Product as may be reasonably necessary for the sole purpose of verifying the accuracy of the reports required Landlord any amount agreed or determined to be furnished due. All costs incurred by Payor pursuant to Sections 5.2(b); provided, however, that verification shall not include records for more than the preceding three (3) years. The records and results of the auditors shall be deemed Confidential Information of Payor and Fortress. A copy of the Accountant’s report (and any drafts thereof that are delivered to Fortressarbitrator(s) shall be delivered paid by the party or parties as determined by the arbitrator(s). Notwithstanding any contrary provision herein, if total Operating Expenses are determined to Parent simultaneously with its delivery to Fortress. Subject to the immediately following paragraphs, (i) if the Accountant’s report correctly shows, have been overstated in the aggregate, an underpayment of Royalty Payments such statement by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress within thirty (30) days after Parent’s receipt of such report: (x) the amount of the underpayment; (y) interest on the underpayment that shall be calculated pursuant to Section 5.2(d); and (z) if the underpayment exceeds the greater of more than five percent (5%) ), Landlord shall promptly reimburse to Tenant any reasonable audit fees paid by Tenant to its independent certified public accountant in connection with seeking the return of the total Royalty Payment owed for overpayment in question; otherwise, Tenant shall promptly reimburse to Landlord any reasonable audit fees paid by Landlord to its independent certified public accountant in connection with the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000), the reasonable fees and expenses of the Accountant performing the audit; and (ii) if the Accountant’s report correctly shows, in the aggregate, an overpayment of Royalty Payments foregoing audit by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall be entitled to deduct the amount of such overpayment from any subsequent Royalty Payment(s), together with interest on the overpayment that shall be calculated pursuant to Section 5.2(d). Subject to clause (ii) of the preceding sentence, Fortress’s accountant fees and expenses will be borne by Fortress. Notwithstanding anything in this Agreement to the contrary, Payor shall keep, Tenant or cause to be kept, records of the sales of the Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted to an applicable Tax authority, and shall give Fortress any commercially reasonable assistance in relation thereto. ​its representatives.

Audit Right. During the term of this Agreement and for a period of two (2a) years thereafterUpon not less than five (5) days' prior written notice, Fortress Lender shall have the right, upon prior written notice to Payor, not more than once in any Fiscal Year, right to audit the books and records of Payor, the Obligors (including those obtained from third parties) relating to sales or other transactions included in the definition of Intellectual Property Income for the purpose purposes of confirming Payor’s compliance determining the correctness of the Obligors' computation and payment of the Royalty. Such audit shall be conducted during normal business hours by a national public accounting firm selected by Lender and reasonably acceptable to the Obligors. The cost and expense of one such audit each calendar year shall be paid by the Obligors. Lender may conduct more frequent audits, but any additional audits shall be at Lender's cost and expense. The Obligors shall provide Lender and such accounting firm with access to all pertinent books and records and shall reasonably cooperate with such accounting firm's efforts to conduct such audit. If such audit determines that there has been an underpayment of the aggregate Royalty due for the period being audited of more than $2,500 (an "Underpayment"), Lender shall notify the Obligors of the amount of such Underpayment (the "Underpayment Notice") and make the audit papers for the relevant period available to the Obligors. (b) Within five (5) Business Days after receipt of the Underpayment Notice, the Obligors may either inform Lender in writing that the Obligors agree with the provisions calculation of this Agreementthe Underpayment or object to such calculation in writing, through setting forth each of the Obligors' objections (the "Obligor Objections"). Any items included in the Underpayment Notice which are not disputed by the Obligors in the Obligor Objections shall be deemed agreed to by the Obligors. If the Obligors deliver the Obligor Objections and the parties do not resolve all such Obligor Objections on a mutually agreeable basis within fifteen (15) Business Days after Lender's receipt of the Obligor Objections, any Obligor Objections as to which Lender and the Obligors cannot agree upon may be submitted by either Lender or the Obligors to a mutually acceptable national public accounting firm (the "Designated Accounting Firm") for resolution as provided herein. If the Obligors and Lender are unable to agree on a mutually acceptable Designated Accounting Firm, then the Designated Accounting Firm shall be an independent certified public accounting firm of nationally recognized standing reputation which shall be selected by Fortress lot after the Obligors and acceptable to Parent Lender have each proposed two (2) firms and excluded one (1) firm proposed by the “Accountant”). The Accountant shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, with respect to all information provided by, and all Confidential Information of, Payor. Payor shall grant the Accountant access during normal business hours to the books and records of Payor concerning the Product as may be reasonably necessary for the sole purpose of verifying the accuracy of the reports required to be furnished by Payor pursuant to Sections 5.2(b); provided, however, that verification shall not include records for more than the preceding three (3) years. The records and results of the auditors shall be deemed Confidential Information of Payor and Fortress. A copy of the Accountant’s report (and any drafts thereof that are delivered to Fortress) shall be delivered to Parent simultaneously with its delivery to Fortressother. Subject to the immediately following paragraphslimitations set forth below, the Designated Accounting Firm shall have the power, authority and duty to resolve any outstanding Obligor Objections and the decision of the Designated Accounting Firm shall be final and binding upon the parties. Upon the agreement of the parties or the decision of the Designated Accounting Firm, the calculation of the Underpayment, as adjusted based on the parties' agreement or the decision of the Designated Accounting Firm, as applicable, shall be final and conclusive. If the Obligors fail to deliver any Obligor Objections to Lender within the first five (5) Business Day period referred to above, the Underpayment Notice delivered by Lender and the calculations set forth therein shall be final and binding on the parties. In resolving any disputed item, the Designated Accounting Firm (i) if shall be bound by the Accountant’s report correctly showsprovisions of this Section 2.5(b), (ii) may not assign a value to any item greater than the highest value claimed for such item or less than the lowest value for such item claimed by either Lender or the Obligors, (iii) shall restrict its decision to such items included in the aggregateObligor Objections which are then in dispute, an underpayment (iv) may review only the written presentations of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars Lender and the Obligors in resolving any matter which is in dispute and ($10,000), Payor v) shall remit to Fortress render its decision in writing within thirty (30) calendar days after Parent’s receipt the disputed items have been submitted to it. Upon the resolution of such report: (x) all Obligor Objections, the amount calculation of the underpayment; (y) interest on the underpayment that Underpayment shall be calculated pursuant revised to Section 5.2(d); and (z) if reflect the underpayment exceeds resolution. If the greater of five percent (5%) of the total Royalty Payment owed for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000)Obligors make any Obligor Objections, the reasonable fees fees, costs and expenses of the Accountant performing Designated Accounting Firm shall be paid (i) by the audit; and Obligors if the Obligor Objections are resolved in favor of Lender, or (ii) by Lender if the Accountant’s report correctly showsObligor Objections are resolved in favor of the Obligors. If the Obligor Objections are resolved part in favor of the Obligors and part in favor of Lender, such fees, costs and expenses shall be shared by Lender and the Obligors in proportion to the aggregate amount of the Obligor Objections resolved in favor of the Obligors compared to the aggregate amount of the Obligor Objections resolved in favor of Lender. (c) If there is an Underpayment as finally determined in accordance with this Section 2.5, the Obligors shall pay an amount to Lender equal to such Underpayment and shall reimburse Lender for the reasonable out-of-pocket costs (including accountants' fees) incurred by Lender in connection with the audit contemplated in Section 2.5(a) above, in each case, within five (5) Business Days following the aggregate, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall be entitled to deduct the amount of such overpayment from any subsequent Royalty Payment(s), together with interest on the overpayment that shall be calculated pursuant to Section 5.2(d). Subject to clause (ii) final determination of the preceding sentence, Fortress’s accountant fees and expenses will be borne by Fortress. Notwithstanding anything Underpayment in accordance with this Agreement to the contrary, Payor shall keep, or cause to be kept, records of the sales of the Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted to an applicable Tax authority, and shall give Fortress any commercially reasonable assistance in relation thereto. ​Section 2.5.

Audit Right. During (1) Licensee shall duly keep records about the term Use of this Agreement the Licensed Software and for shall, supported by a period reasonable Soft- ▇▇▇▇ Asset Management (▇▇▇), ensure the lawful and con- tractually use of two the Licensed Software. (2) years thereafter, Fortress shall have Licensee grants Licensor the right, upon prior written notice to Payor, not more than once in any Fiscal Year, right to audit whether the books and records of Payor, for the purpose of confirming Payor’s Licensed Software is being used in compliance with the provisions terms of this Agreement. For this purpose, through an independent certified public accounting firm of nationally recognized standing selected by Fortress and acceptable to Parent (the “Accountant”). The Accountant shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, with respect to all information provided by, and all Confidential Information of, Payor. Payor shall grant the Accountant access during normal business hours to the books and records of Payor concerning the Product as may be reasonably necessary for the sole purpose of verifying the accuracy of the reports required to be furnished by Payor pursuant to Sections 5.2(b); provided, however, that verification shall not include records for more than the preceding three (3) years. The records and results of the auditors shall be deemed Confidential Information of Payor and Fortress. A copy of the Accountant’s report (and any drafts thereof that are delivered to Fortress) shall be delivered to Parent simultaneously with its delivery to Fortress. Subject to the immediately following paragraphs, (i) if the Accountant’s report correctly shows, in the aggregate, an underpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress within thirty (30) days after Parent’s receipt of such report: (x) the amount of the underpayment; (y) interest on the underpayment that shall be calculated pursuant to Section 5.2(d); and (z) if the underpayment exceeds the greater of five percent (5%) of the total Royalty Payment owed for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000), the reasonable fees and expenses of the Accountant performing the audit; and (ii) if the Accountant’s report correctly shows, in the aggregate, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor Licensor shall be entitled to deduct the amount of such overpayment from any subsequent Royalty Payment(s)require Licensee once per calendar year that Licensee has to grant a certified public accountant (CPA) (i) remote access to Licensee’s computer systems concerned, together with interest on the overpayment that shall be calculated pursuant to Section 5.2(d). Subject to clause (ii) of the preceding sentence, Fortressaccess to Licensee’s accountant fees business premises during its normal business hours and expenses will be borne by Fortress. Notwithstanding anything in this Agreement (iii) access to the contraryrelevant books, Payor records, electronic records as well as onsite access to the relevant computer systems of Licensee for this review. Although Licensor is authorized to determine the certified public accountant (CPA) as an auditor, the auditor must perform the audit autonomously and independently, even towards Licensor. Licensor shall keep, or cause to be kept, records notify Licensee of the sales of the Products under this Agreement for a period of three any upcoming review in writing at least fourteen (14) days in advance. (3) years after All information of Licensee which the expiration auditor receives or learns during an audit shall be considered as confidential information of each Fiscal YearLicensee being subject to the professional se- crecy of the auditor. Upon request by FortressAccordingly, Payor shall supply Fortress Licensor has to agree with those recordsthe auditor in the context of the assignment that the auditor is allowed to disclose details of the audit results to Licensor only as far as Licensor requires such details to track License ▇▇▇▇▇- tions, which may be submitted to an applicable Tax authorityif any, and to enforce the resulting claims. Insofar as Licensee has admitted License infringements to the auditor and has satisfied the resulting claims for damages of Licensor, details of the audit results shall give Fortress not be disclosed to Licensor. (4) Licensee shall inform the commissioned auditor to the extent necessary and request its employees to provide the required information. The transmission or disclosure of per- ▇▇▇▇▇ data is not allowed in the course of the audits without the prior consent of the data subjects concerned unless such transmission or disclosure is permitted by applicable law. Licensor is not entitled to request any commercially reasonable assistance in relation theretoaudit that would violate the statutory data protection law. (5) Licensor shall bear the costs of any such audit unless the inspection reveals that the annual License fees incurred for the detected scope of Use exceed the agreed annual fees by at least four percent (4%) or that Licensee had or has been using the Licensed Software for other exploitation methods than licensed. ​Licensor reserves the right to enforce any more extensive claims.

Audit Right. During Following the term First Commercial Sale and during the Term of this Agreement and for a period of two five (25) years thereafter, Fortress Agenus shall keep, and shall cause its Affiliates and Sublicensees to keep, full, true and accurate books and records containing all particulars relevant to its sales of Licensed Products in sufficient detail to enable LICR to verify the amounts payable to it under this Agreement for the preceding five (5) year period. LICR shall have the right, upon prior written notice to Payor, not more than once in during any Fiscal Yearcalendar year, to audit have the books and records of Payor, for the purpose of confirming Payor’s compliance with the provisions of this Agreement, through Agenus and its Affiliates audited by an independent certified public accounting firm of nationally recognized standing selected international standing. Agenus shall include in each sublicense granted by Fortress it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Agenus or its Affiliates, to keep and acceptable maintain records of sales made pursuant to Parent (such sublicense and to grant access to such records to LICR’s auditors to the “Accountant”)same extent required of Agenus and its Affiliates under this Section. The Accountant Audits under this Section shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, with respect to all information provided by, and all Confidential Information of, Payor. Payor shall grant the Accountant access be conducted during normal business hours to the books hours, upon at least forty-five (45) days’ prior written notice, and records of Payor concerning the Product as may be reasonably necessary for the sole purpose of verifying the accuracy of the reports required royalties payable to be furnished by Payor pursuant to Sections 5.2(b); provided, however, that verification shall not include records for more than the preceding three (3) yearsLICR under this Agreement. The records All information and results of the auditors data reviewed in any audit conducted under this Section shall be deemed used only for the purpose of verifying royalties payable to LICR under this Agreement and shall be treated as Confidential Information of Payor Agenus subject to the terms of this Agreement. LICR shall cause its accounting firm to enter into an acceptable confidentiality agreement with Agenus and Fortressits Affiliates and Sublicensees, as applicable. A copy of The accounting firm shall disclose to LICR only whether the Accountant’s report (royalty reports are correct or incorrect and the specific details concerning any drafts thereof that are delivered to Fortress) discrepancies. No other information shall be delivered provided to Parent simultaneously with its delivery to FortressLICR. Subject LICR shall bear the full cost of such audits, unless such inspection leads to the immediately following paragraphs, (i) if the Accountant’s report correctly shows, in the aggregate, an underpayment discovery of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress within thirty (30) days after Parent’s receipt a discrepancy of such report: (x) the amount of the underpayment; (y) interest on the underpayment that shall be calculated pursuant to Section 5.2(d); and (z) if the underpayment exceeds greater than the greater of five ten percent (510%) in reporting to LICR's detriment, or of the total Royalty Payment owed for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000), for any calendar year. In such instance, 4AB agrees to pay the reasonable fees and expenses of the Accountant performing the audit; and (ii) if the Accountant’s report correctly shows, in the aggregate, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall be entitled to deduct the amount cost of such overpayment audit plus interest as stipulated in Section 3.5 from any subsequent Royalty Payment(s), together with interest on the overpayment that shall be calculated pursuant to Section 5.2(d). Subject to clause (ii) of the preceding sentence, Fortress’s accountant fees and expenses will be borne by Fortress. Notwithstanding anything in this Agreement to the contrary, Payor shall keep, or cause to be kept, records of the sales of the Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted date the audit report is delivered to an applicable Tax authority, and shall give Fortress any commercially reasonable assistance in relation thereto. ​4AB.

Audit Right. During the term of this Agreement and for a period of two (2) years thereafter, Fortress ALBANY shall have the rightright to audit the records of MMD and of its Controlled Affiliates, upon prior written notice other pharmaceutical Affiliates, and Sublicensees concerning the payments due hereunder. Any such audit may be performed by the firm of independent certified public accountants employed by MMD to Payorconduct its regular annual audit or by a firm of independent certified accountants selected by ALBANY reasonably acceptable to MMD. In any such audit, the accountants shall have the right to examine such books of MMD and of its Controlled Affiliates, other pharmaceutical Affiliates, and Sublicensees at all reasonable times (but not more than once in each calendar year) within two years after the end of the year in which any Fiscal Year, to audit the books and records of Payor, such payments were made for the purpose of confirming Payor’s compliance verifying that such payments were properly made under this Agreement. Such examination shall be made during normal business hours. ALBANY agrees that information furnished to it as a result of any such examination shall be limited to a statement by such firm of independent public accountants to the effect that it has reviewed the books of account of MMD and that the amount of the payment has been determined in conformity with such books of account and the applicable provisions of this Agreement, through an or setting forth any required adjustments and the reasons for such adjustments. If the verification hereunder is performed at substantially the same time as the regular annual audit of MMD by the firm of independent certified public accounting firm accountants employed by MMD to conduct its regular annual audit, the fees and expenses of nationally recognized standing selected by Fortress and acceptable to Parent (the “Accountant”). The Accountant shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, with respect to all information provided by, and all Confidential Information of, Payor. Payor shall grant the Accountant access during normal business hours to the books and records of Payor concerning the Product as may be reasonably necessary for the sole purpose of verifying the accuracy of the reports required to be furnished by Payor pursuant to Sections 5.2(b); provided, however, that such verification shall not include records be borne by MMD. In any other event the fees and expenses of such verification shall be borne by ALBANY, provided that MMD shall reimburse ALBANY for such fees and expenses in the event that the audit reveals a discrepancy between the amount paid in any year and the amount due for such year of more than the preceding three (3) years. The records and results of the auditors shall be deemed Confidential Information of Payor and Fortress. A copy of the Accountant’s report (and any drafts thereof that are delivered to Fortress) shall be delivered to Parent simultaneously with its delivery to Fortress. Subject to the immediately following paragraphs, (i) if the Accountant’s report correctly shows, in the aggregate, an underpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress within thirty (30) days after Parent’s receipt of such report: (x) the amount of the underpayment; (y) interest on the underpayment that shall be calculated pursuant to Section 5.2(d); and (z) if the underpayment exceeds the greater of five percent (5%) of the total Royalty Payment owed for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000), the reasonable fees and expenses of the Accountant performing the audit; and (ii) if the Accountant’s report correctly shows, in the aggregate, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall be entitled to deduct the amount of such overpayment from any subsequent Royalty Payment(s), together with interest on the overpayment that shall be calculated pursuant to Section 5.2(d). Subject to clause (ii) of the preceding sentence, Fortress’s accountant fees and expenses will be borne by Fortress. Notwithstanding anything in this Agreement to the contrary, Payor shall keep, or cause to be kept, records of the sales of the Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted to an applicable Tax authority, and shall give Fortress any commercially reasonable assistance in relation thereto. ​.

Audit Right. During Purchaser will keep, and will cause the term Selling Parties to keep, books and accounts of this Agreement record in connection with the sale of Products in sufficient detail to permit verification of Royalties to be paid hereunder. Purchaser and its Affiliates will maintain such records for a period of two (2) three years thereafter, Fortress after the end of the calendar quarter in which they were generated. Such records shall have the right, upon prior written notice to Payor, not more than once in any Fiscal Year, to audit the books and records of Payor, for the purpose of confirming Payor’s compliance with the provisions of this Agreement, through an independent certified public accounting firm of nationally recognized standing selected by Fortress and acceptable to Parent (the “Accountant”). The Accountant shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, with respect to all information provided by, and all Confidential Information of, Payor. Payor shall grant the Accountant access be available during normal business hours at Purchaser’s premises upon [***] prior written notice by Seller for inspection at the expense of Seller by a certified public accountant selected by Seller and acceptable to Purchaser (such acceptance not to be unreasonably withheld or delayed). The inspector’s review shall not interfere unreasonably with Purchaser’s business activities, and such review shall be in compliance with the books and records other terms of Payor concerning the Product as may be reasonably necessary this Agreement for the sole purpose of verifying reports and payments of Royalties in accordance with the terms of this Agreement. The inspector may inspect records for up to [***] after the end of the period to which they pertain. Audits may not take place more than [***] per calendar year and no period may be audited more than [***]. Such inspector shall not disclose to Seller or any Third Party any information other than information relating to the accuracy of reports and payments of Royalties made under this Agreement. Details of the reports required to be furnished by Payor pursuant to Sections 5.2(b); providedinspector’s findings (including, howeverfor the avoidance of doubt, that verification monetary values and supporting calculations) shall not be shared with Purchaser except in the form of a summary report. In any event, the results shall be communicated to Purchaser before being shared with Seller. Purchaser shall be given a period of [***] to review and respond to the inspector’s findings before the summary report may be provided to Seller, such reports to include records for more than Purchaser’s response to the preceding three (3) yearsfindings. The records inspector shall not be permitted to include any extrapolation calculations in the calculation of amounts underpaid to Seller. In the event that any such inspection shows an under reporting and results underpayment of Royalties in excess of [***]% for any calendar year, then Purchaser shall pay the reasonable costs of the auditors shall be deemed Confidential Information of Payor and Fortress. A copy audit as well as any additional Royalties that would have been payable to Seller had Purchaser reported correctly, plus an interest charge on the additional Royalties (but not on the costs of the Accountant’s report (audit) at the Late Interest Rate, within [***] of Seller notifying Purchaser that the audit has been completed and any drafts thereof that are delivered to Fortress) shall be delivered to Parent simultaneously with its delivery to Fortress. Subject to the immediately following paragraphs, (i) if the Accountant’s report correctly shows, in the aggregate, an underpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress within thirty (30) days after ParentPurchaser’s receipt of a written invoice with respect thereto. Such interest shall be calculated from the date the correct payment was due to Seller up to the date when such report: payment is actually made by Purchaser. If an audit reveals an overpayment (the amount of each such overpayment, an “Overpayment Amount”), then, as may be requested by Purchaser, (x) the amount of the underpayment; Overpayment Amount will be credited against any future amounts payable to Seller by Purchaser, or (y) interest on the underpayment Seller shall reimburse Purchaser for such Overpayment Amount (or any portion thereof that shall be calculated pursuant to Section 5.2(d); and (z) if the underpayment exceeds the greater of five percent (5%) of the total Royalty Payment owed for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000), the reasonable fees and expenses of the Accountant performing the audit; and (ii) if the Accountant’s report correctly shows, has not been credited as set out in the aggregate, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall be entitled to deduct the amount of such overpayment from any subsequent Royalty Payment(s), together with interest on the overpayment that shall be calculated pursuant to Section 5.2(d). Subject to foregoing clause (iix)) of the preceding sentence, Fortress’s accountant fees and expenses will be borne by Fortress. Notwithstanding anything in this Agreement to the contrary, Payor shall keep, or cause to be kept, records of the sales of the Products under this Agreement for a period of three (3) years within [***] after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted date such inspector reveals to an applicable Tax authority, and shall give Fortress any commercially reasonable assistance in relation thereto. ​Purchaser such Overpayment.

Audit Right. During the term of this Agreement Royalty Term and for a period of two three (23) years thereafter, Fortress ▇▇▇▇▇ shall have the right, upon prior written notice to Payor▇▇▇▇▇▇▇▇▇, not more than once in any Fiscal Year, to audit the books and records of Payor, for the purpose of confirming Payor’s compliance with the provisions of this Agreement, Crystalys through an independent certified public accounting firm of nationally recognized standing selected by Fortress ▇▇▇▇▇ and reasonably acceptable to Parent (the “Accountant”)▇▇▇▇▇▇▇▇▇. The Accountant independent certified public accountant shall execute a confidentiality agreement, in a form reasonably acceptable to ParentCrystalys, with respect to all information provided by, and all Confidential Information of, Payorby Crystalys. Payor Crystalys shall grant the Accountant independent ceritifed public accountant access during normal business hours to the books and records of Payor Crystalys concerning the Product Purchased Products as may be reasonably necessary for the sole purpose of verifying the accuracy of the reports required to be furnished by Payor Crystalys pursuant to Sections 5.2(b); provided, however, that verification shall not include records for more than the preceding three (3) years. The records and results of the auditors shall be deemed Confidential Information of Payor ▇▇▇▇▇▇▇▇▇ and FortressUrica. A copy of the Accountantindependent certified public accountant’s report (and any drafts thereof that are delivered to Fortress) shall be delivered to Parent Crystalys simultaneously with its delivery to FortressUrica. Subject to If the immediately following paragraphs, (i) if the Accountantindependent certified public accountant’s report correctly shows, in the aggregate, an shows any underpayment of Royalty Payments royalties by Payor that exceeds Ten Thousand U.S. dollars ($10,000)​ ​ ▇▇▇▇▇▇▇▇▇, Payor ▇▇▇▇▇▇▇▇▇ shall remit to Fortress Urica within thirty (30) days after Parent’s ▇▇▇▇▇▇▇▇▇’ receipt of such report: (xi) the amount of the underpayment; (yii) interest on the underpayment that shall be calculated pursuant to Section 5.2(d); and (ziii) the reasonable fees and expenses of the independent certified public accountant performing the audit if and only if the underpayment exceeds the greater of five percent (5%) or Fifty Thousand U.S. dollars ($50,000) of the total Royalty Payment owed for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000)reviewed. Otherwise, the reasonable fees and expenses of the Accountant performing the audit; and (ii) if the Accountant’s report correctly shows, in the aggregate, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall be entitled to deduct the amount of such overpayment from any subsequent Royalty Payment(s), together with interest on the overpayment that shall be calculated pursuant to Section 5.2(d). Subject to clause (ii) of the preceding sentence, FortressUrica’s accountant fees and expenses will be borne by Fortress▇▇▇▇▇. If the independent certified public accountant’s report correctly shows any overpayment of royalties by ▇▇▇▇▇▇▇▇▇, Urica shall remit to Crystalys within thirty (30) days after ▇▇▇▇▇’ receipt of such report the amount of the overpayment. In the event that an independent certified public accountant appointed by Fuji delivers a report to Crystalys showing any underpayment of royalties by Crystalys to Fuji pursuant to Section 9-4 of the Fuji License Agreement, Crystalys shall promptly, but within five (5) Business Days of receiving a copy of such report, provide written notice to Urica that ▇▇▇▇▇▇▇▇▇ is in receipt of such report, and following receipt of such notice, Urica may invoke its audit rights pursuant to this Section 5.2(e). Notwithstanding anything in this Agreement to the contrary, Payor Crystalys shall keep, or cause to be kept, records of the sales of the Purchased Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon reasonable request by Fortress▇▇▇▇▇, Payor Crystalys shall supply Fortress Urica with those records, which may be submitted to an applicable Tax tax authority, and Crystalys shall give Fortress any Urica commercially reasonable assistance in relation thereto. ​.

Audit Right. During Following the term First Commercial Sale and during the Term of this Agreement and for a period of two five (25) years thereafter, Fortress iOx shall keep, and shall cause its Affiliates and Sublicensees to keep, full, true and accurate books and records containing all particulars relevant to its sales of Licensed Products in sufficient detail to enable LICR to verify the amounts payable to it under this Agreement. LICR shall have the right, upon prior written notice to Payor, not more than once in during any Fiscal Yearcalendar year, to audit have the books and records of Payor, for the purpose of confirming Payor’s compliance with the provisions of this Agreement, through iOx and its Affiliates audited by an independent certified public accounting firm international standing. iOx shall include in each sublicense granted by it pursuant to this Agreement provision requiring the Sublicensee to make reports to iOx. or its Affiliates, to keep and maintain records of nationally recognized standing selected by Fortress sales made pursuant to such sublicense and acceptable to Parent (grant access to such records to LICR’s auditors to the “Accountant”)same extent required of iOx and its Affiliates under this Section. The Accountant Audits under this Section shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, with respect to all information provided by, and all Confidential Information of, Payor. Payor shall grant the Accountant access be conducted during normal business hours to the books hours, upon at least forty-five (45) days’ prior written notice, and records of Payor concerning the Product as may be reasonably necessary for the sole purpose of verifying the accuracy of the reports required royalties payable to be furnished by Payor pursuant to Sections 5.2(b); provided, however, that verification shall not include records for more than the preceding three (3) yearsLICR under this Agreement. The records All information and results of the auditors data reviewed in any audit conducted under this Section shall be deemed used only for the purpose. of verifying royalties payable to LICR under this Agreement and shall be treated as Confidential Information of Payor iOx subject to the terms of this Agreement. LICR shall cause its accounting·:firm to enter into an acceptable confidentiality agreement with iOx and Fortressits Affiliates and Sublicensees, as app1icable. A copy of The accounting firm shall disclose to LICR only whether the Accountant’s report (royalty reports are correct or incorrect and the specific details concerning any drafts thereof that are delivered to Fortress) discrepancies. No other information shall be delivered provided to Parent simultaneously with its delivery to FortressLICR. Subject LICR shall bear the full cost of such audits, unless such inspection leads to the immediately following paragraphs, (i) if the Accountant’s report correctly shows, in the aggregate, an underpayment discovery of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress within thirty (30) days after Parent’s receipt a discrepancy of such report: (x) the amount of the underpayment; (y) interest on the underpayment that shall be calculated pursuant to Section 5.2(d); and (z) if the underpayment exceeds greater than the greater of five ten percent (510%) in reporting to LICR1s detriment, or of the total Royalty Payment owed for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000), for any calendar year. In such instance, ▇▇▇ agrees to pay the reasonable fees and expenses of the Accountant performing the audit; and (ii) if the Accountant’s report correctly shows, in the aggregate, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall be entitled to deduct the amount cost of such overpayment audit plus interest as stipulated in Section 3.6 from any subsequent Royalty Payment(s), together with interest on the overpayment that shall be calculated pursuant to Section 5.2(d). Subject to clause (ii) of the preceding sentence, Fortress’s accountant fees and expenses will be borne by Fortress. Notwithstanding anything in this Agreement to the contrary, Payor shall keep, or cause to be kept, records of the sales of the Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted date the audit report is delivered to an applicable Tax authority, and shall give Fortress any commercially reasonable assistance in relation thereto. ​iOx.

Audit Right. During the term of this Agreement and for a period of two (2) years thereafter, Fortress Company shall have the right, upon [*] prior written notice to Payor, not more than once in any Fiscal YearHospira, to audit the books conduct, at its sole expense and records of Payor, for the purpose of confirming Payor’s compliance with the provisions of this Agreement, through an independent certified public accounting firm of nationally recognized standing selected by Fortress and acceptable to Parent (the “Accountant”). The Accountant shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, with respect to all information provided by, and all Confidential Information of, Payor. Payor shall grant the Accountant access during normal business hours hours, quality assurance audits and inspections of Hospira's records and production facilities relating to the books and records manufacturing, assembly and/or packaging of Payor concerning the Product as may Product. Such audits shall be reasonably necessary for the sole purpose [*]. Any auditors that are not employees of verifying the accuracy of the reports Company shall be required to enter into confidentiality agreements with Hospira and Company containing terms of confidentiality at least as stringent as those set forth in Article 11 hereof. Visits by Company to Hospira production facilities may involve the transfer of Confidential Information, and any such Confidential Information shall be furnished by Payor pursuant subject to Sections 5.2(b); provided, however, that verification the terms of Article 11 hereof. The results of such audits and inspections shall be considered Confidential Information under Article 11 and shall not include records for more than the preceding three be disclosed to Third Parties (3) years. The records and results of the auditors shall be deemed Confidential Information of Payor and Fortress. A copy of the Accountant’s report (and any drafts thereof that are delivered to Fortress) shall be delivered to Parent simultaneously with its delivery to Fortress. Subject including but not limited to the immediately following paragraphs, (iFDA) if unless required by law or regulation and only upon prior written notice to Hospira. Hospira also agrees to allow the Accountant’s report correctly shows, FDA and/or any other appropriate Regulatory Authority to conduct any audit which the FDA and/or such other appropriate Regulatory Authority requires and Hospira agrees to reasonably cooperate with the FDA and/or such other appropriate Regulatory Authority in connection with any such audit. If any inspections are requested or required by or for any Regulatory Authority other than Regulatory Authorities in the aggregateTerritory, an underpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress within thirty (30) days after Parent’s receipt of such report: (x) the amount of the underpayment; (y) interest on the underpayment that shall be calculated pursuant to Section 5.2(d); and (z) if the underpayment exceeds the greater of five percent (5%) of the total Royalty Payment owed for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000), the reasonable fees and expenses of the Accountant performing the audit; and (ii) if the Accountant’s report correctly shows, in the aggregate, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor Hospira shall be entitled to deduct an additional fee [*] per each such Regulatory Authority inspection. In addition to the amount annual audit set forth above, in the event of such overpayment from any subsequent Royalty Payment(ssignificant quality or manufacturing issues specific to the Product (for example, a recall of the Product), together with interest Company may request to inspect Hospira's records and production facilities on the overpayment that shall be calculated pursuant an urgent basis upon notice to Section 5.2(d). Subject to clause (ii) of the preceding sentence, Fortress’s accountant fees and expenses will be borne by Fortress. Notwithstanding anything in this Agreement to the contrary, Payor shall keep, or cause to be kept, records of the sales of the Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, Hospira which may be submitted to an applicable Tax authorityprovided by telephone, and with follow-up email communication. Hospira shall give Fortress any use commercially reasonable assistance efforts to accommodate such request within a reasonable time period after receipt of such notice. Hospira shall make such books and records available to Company for Company's review. Such audits shall be conducted in relation thereto. ​accordance with the criteria set forth above [*], provided that to the extent deficiencies are revealed in the course of any such audit, Company may notify Hospira and request approval for an additional reasonable period of time to complete such audit, such approval shall not to be unreasonably withheld.

Audit Right. During the term of this Agreement and for a period of (a) For two (2) years thereafterfollowing the end of the calendar quarter to which they pertain, Fortress shall have the right, upon prior written notice to Payor, not more than once in any Fiscal Year, to audit records and the books of account of Purchaser and records of Payor, for the purpose of confirming Payor’s compliance with the provisions of this Agreement, through an independent certified public accounting firm of nationally recognized standing selected by Fortress and acceptable to Parent (the “Accountant”). The Accountant shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, Company with respect to all information provided bythe sales of the Products and any Derived Products shall be available for audit by the Seller Representative and its Representatives, and all Confidential Information of, Payor. Payor shall grant the Accountant access during normal business hours hours, upon not less than ten (10) Business Days advance notice, and shall be made by the Seller Representative at its own expense, subject to the books Seller Representative entering into a confidentiality agreement provided by the Company in substantially the form annexed hereto as Exhibit H. All such audits shall be at Purchaser’s or the Company’s principal place of business, during regular business hours, and records of Payor concerning the Product as may in a manner that does not unreasonably interfere with Purchaser’s or Company’s business operations. Any such audits shall be reasonably necessary for at the sole purpose expense of verifying the accuracy Seller, unless a variation or error in excess of the reports required to be furnished by Payor pursuant to Sections 5.2(b); provided, however, that verification shall not include records for more than the preceding three (3) years. The records and results of the auditors shall be deemed Confidential Information of Payor and Fortress. A copy of the Accountant’s report (and any drafts thereof that are delivered to Fortress) shall be delivered to Parent simultaneously with its delivery to Fortress. Subject to the immediately following paragraphs, (i) if the Accountant’s report correctly shows, in the aggregate, an underpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress within thirty (30) days after Parent’s receipt of such report: (x) the amount of the underpayment; (y) interest on the underpayment that shall be calculated pursuant to Section 5.2(d); and (z) if the underpayment exceeds the greater of five percent Five Percent (5%) of the total Royalty Payment owed for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000), the reasonable fees and expenses of the Accountant performing the audit; and (ii) if the Accountant’s report correctly shows, Contingent Purchase Price Payments actually paid is discovered in the aggregatecourse of any such audit, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor whereupon all costs relating thereto shall be entitled paid by Purchaser, subject to deduct the verification procedure described below. Purchaser shall pay to Seller within twenty (20) days of receiving notice from Seller the full amount of such overpayment from any subsequent Royalty Payment(s)underpayment, together with interest on thereon at an annual rate equal to the overpayment that shall be calculated pursuant to Section 5.2(d). Subject to clause lesser of (i) LIBOR plus five percent (5.00%) or (ii) the maximum rate permitted under applicable Law. If Purchaser disagrees with the determination by Seller that an underpayment has been made by Purchaser, Purchaser shall within twenty (20) days after receipt of the preceding sentencenotice from Seller of the underpayment so inform Seller and the matter shall promptly and in good faith be referred by both parties to a nationally recognized accounting firm for an independent verification of which party’s view is correct, Fortresswhich referral shall take place no later than twenty (20) days after the date of Purchaser’s accountant fees and expenses will notification to Seller that Purchaser believes that Seller’s determination is in error. The compensation for such accounting firm shall be borne paid by Fortress. the party whose view is not verified or upheld by such accounting firm. (b) Notwithstanding anything in this Agreement herein to the contrary, Payor the Seller Representative shall keep, or cause not be entitled to be kept, records of exercise the sales of the Products inspection and audit rights provided under this Agreement for a period of three Section more than once during any twelve (312) years after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted to an applicable Tax authority, and shall give Fortress any commercially reasonable assistance in relation thereto. ​month period.