Common use of Audit Rights Clause in Contracts

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor and reasonably acceptable to Licensee, to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality).

Audit Rights. Licensee (a) Until December 31, 2025, upon reasonable advance written notice from the Acting Holders, Parent shall permit an independent certified public accountant designated accounting firm of nationally recognized standing selected by Licensor such Acting Holders and reasonably acceptable to Licensee, Parent (the “Independent Accountant”) to have access, no more than once in each calendar year access at reasonable times during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent books and records of Parent and its Affiliates as may be reasonably necessary to determine the accuracy evaluate and verify Parent’s calculation of Net Sales reported, and payments made, by Licensee to Licensor within the three hereunder; provided that (3x) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only Acting Holders (a) the accuracy of Net Sales reported and the basis for royalty and other payments made Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly Parent with respect to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses confidential information of such accountant shall Parent or its Affiliates to be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner furnished pursuant to this Section 3.2.8 4.5 and if requested (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant accounting firm shall be paid borne by the sublicenseeParent. Licensee The Independent Accountant shall provide Licensor Parent with a copy of all audit reports disclosures made to the Acting Holders. The decision of sublicensees under this Section 3.2.8, such reports accounting firm shall be deemed Confidential Information of Licensee final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 6(Confidentiality4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b).

Audit Rights. Licensee On no less than five (5) business days notice from the Payee, the Payor shall permit make all such records, books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by an independent public accountant designated auditor selected by Licensor the Payee and reasonably acceptable to Licenseethe Payer, for the purpose of an audit to have accessdetermine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, no 6.4 or 6.5; provided that the Payee may not request such inspection more than once in each any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the Term preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and no more than twice during data (but only to the three (3) calendar years following extent related to the expiration or termination of contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, during regular business hours the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and upon at least sixty (60) days written noticethe Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to Licensee’s records and books the Payee solely to the extent necessary to determine document a discrepancy in any reports delivered and amounts paid by the accuracy of Net Sales reportedPayor pursuant to Section 6.3, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit6.4 or 6.5. The independent public accountant Payee shall be under solely responsible for its costs in making any such audit, unless the Payee identifies a confidentiality obligation to Licensee to disclose to Licensor only (a) discrepancy in favor of the accuracy Payor in the calculation of Net Sales reported and the basis for share of Gross Profit or royalty and or other payments made to Licensor payment owed, as applicable, under this Agreement and in any calendar year from those properly payable for that calendar year of five percent (b5%) or greater, in which event the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due Payor shall be paid promptly to solely responsible for the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses reasonable cost of such accountant shall be paid by Licensee; otherwise audit and pay the fees and expenses of such accountant shall be paid by LicensorPayee any underpayment. All matters reviewed information disclosed by such independent public accountant the Payor pursuant to this Section shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Payor.

Audit Rights. Licensee Proper annual and quarterly statements, as set forth in Article 26, shall permit be prepared and certified by Lessee to Lessor in conjunction with such Gross Receipts. Lessor may, at its option, cause an independent public accountant designated by Licensor audit to be made of Lessee's business affairs and reasonably acceptable to Licensee, to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books relating to the extent necessary Leased Premises for the period covered by any such statements issued by Lessee; provided such audit is conducted pursuant to determine the accuracy of Net Sales reported, following terms and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only conditions: (a) the accuracy of Net Sales reported Lessor may audit only Lessee's non-consolidated books and the basis for royalty and other payments made to Licensor under this Agreement and records, (b) the difference, if anysuch audit must be conducted by Lessor's employees or an independent nationally recognized accounting firm that is not being compensated by Lessor on a contingency fee basis; (c) such audit must be commenced within six (6) months after Lessee delivers to Lessor Lessee's annual accounting of Gross Receipts and once commenced, such reported audit shall be completed in a diligent and expeditious manner; (d) Lessor shall supply Lessee with a copy of the result of the audit within thirty (30) days after Lessor's receipt of same; (e) no audit shall be conducted if Lessor has previously conducted an audit for the same time period; (f) such audit shall be conducted during normal business hours, at a mutually agreed upon time, at Lessee's main accounting office; (g) such audit shall be at Lessor's sole cost and expense and any costs or expenses incurred by Lessee in providing Lessor with the information required to perform such audit, including, but not limited to, copying costs and delivery fees shall be paid amounts vary from amounts determined by Lessor to Lessee upon demand; and, (h) any information obtained by Lessor as a result of such audit shall be held in strict confidence by Lessor and shall not be disseminated further except to Lessor's accountants, attorneys and lenders. As used herein the auditterm "non-consolidated" shall mean only such of Lessee's books and records as reflect its sales solely at the Leased Premises. Notwithstanding any provision of this Lease, Lessor shall have no right under any circumstances or pursuant to any provisions of this Lease to inspect or audit any of Lessee's operations at any other location. Lessor shall not have the right to audit Lessee's records more than once per Lease Year. Once audited, a Lease Year may not again be audited. Notwithstanding anything in the foregoing to the contrary, Lessee shall have the right, to be exercised, if at all, within thirty (30) days after Lessee's receipt of the audit report, to contest such audit report, and in such case Lessor and Lessee shall work together to resolve such differences (and Lessor's auditor's report shall not be binding and conclusive upon Lessee until such differences are resolved [if Lessee exercises such rights]). Lessee shall maintain its books and records for at least three years from the end of any Lease Year. If such examination results audit shall disclose a liability for Rent to the extent of three percent (3%) or more in a determination that Net Sales excess of the Rents theretofore computed and paid by Lessee for such period, Lessee shall pay for the cost of any such audit. Lessee shall also pay interest on the amount of such liability at the lesser of the rate of twelve percent (12%) per annum or payments the highest rate allowed by law accruing from the date said liability would have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be properly paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Lessee hereunder.

Audit Rights. Licensee Subject to reasonable advance written notice from the Purchaser within six (6) months of each Royalty Right Payment Date, the Seller shall permit an independent public accountant designated accounting firm of national reputation chosen by Licensor and reasonably acceptable to Licensee, the Purchaser to have access, no more than once in each calendar year access during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours to the books and upon records of the Seller as may be reasonably necessary to audit the calculation of Product Net Sales and Royalty Right Payment Amounts (or reasons for the lack of any calculation therefor) for the applicable Royalty Right Period pertaining to such Royalty Right Payment Date. Any such audit shall be at the expense of the Purchaser; provided, however, that if any such audit reveals a discrepancy in favor of the Purchaser of at least sixty 5% of a Royalty Right Payment Amount, then the cost of such audit shall instead be borne by the Seller. In the event that any audit reveals an underpayment of any Royalty Right Payment Amount, then the underpayment amount shall be paid within thirty (6030) days written noticeafter Purchaser makes a demand therefor, to Licensee’s records and books to plus interest thereon if such amount is in excess of five percent (5%) of the extent necessary to determine amount that actually should have been paid. Such interest shall be calculated from the accuracy date such amount was due until the date such amount is actually paid, at the rate of Net Sales reportedone-half percent (0.5%) over the prime rate of interest as published in The Wall Street Journal, and payments madeEastern Edition, by Licensee to Licensor within in effect on the three (3) year period immediately preceding date such an auditamount was due. The independent public accountant accounting firm conducting any audit pursuant to this Section 2.5 shall agree to be under a confidentiality obligation to Licensee to disclose to Licensor only (a) bound by the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result terms of the audit. If such examination results in a determination that Net Sales Confidentiality Agreement or payments have been misstated, over or under paid amounts due shall be paid promptly otherwise agree to confidentiality provisions acceptable to the appropriate PartySeller. If Net Sales are understated Any books and records, information or other documentation provided or made available by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and Seller pursuant to this Section 2.5 shall be subject to Section 6 (Confidentiality)the Confidentiality Agreement. Licensee Notwithstanding the foregoing, the Seller shall use commercially reasonable efforts not be obligated to reserve the right to conduct audits of its sublicensees in a comparable manner provide or make available any books and records, information or other documentation pursuant to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, 2.5 unless the Net Sale Confidentiality Agreement is effective and has a remaining term of sublicensee are understated by greater not less than 10 percent (10%)six months at the time such books and records, in which case Licensee shall ensure that the fees and expenses of such accountant shall information or other documentation is to be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)provided or made available.

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor and reasonably acceptable to Licensee, to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) Subject to Section 13(c) upon Library’s written request, BZ DISC will provide Library with the accuracy of Net Sales reported most recent summary audit report(s) concerning compliance and the basis for royalty and other payments made to Licensor undertakings under this Agreement Agreement. BZ DISC ’s policy is to share methodology, and executive summary information, not raw data or private information, Personal Data, or information not applicable to the Services provided under this Agreement. BZ DISC will reasonably cooperate with Library by providing available additional information to help Library better understand such compliance and undertakings. To the extent it is not possible to otherwise satisfy an audit obligation mandated by applicable Data Protection Laws and Regulations and subject to Section 13(c), only the legally mandated entity (bsuch as a governmental regulatory agency having oversight of Library’s operations) or a third party auditor mutually agreed to by the differenceparties and subject to a written confidentiality agreement may conduct an onsite visit of BZ DISC facilities. After conducting an audit or receiving an BZ DISC report under this Section 13, Library shall notify BZ DISC of the specific manner, if any, such reported and paid amounts vary from amounts determined as a result in which BZ DISC does not comply with any of the auditsecurity, confidentiality, or data protection obligations in this DPA. If Any such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall information will be deemed Confidential Information of Licensee BZ DISC and shall be protected the same as Library’s Confidential Information . BZ DISC shall in no circumstances provide Library with the ability to audit any portion of its Service that would be reasonably expected to compromise the confidentiality of the information or Personal Data BZ DISC Processes for its other customers. (b) Library may not audit BZ DISC ’s sub-processors without prior agreement of BZ DISC and the sub-processor. Library agrees that requests to audit sub-processors may be satisfied by BZ DISC or the sub-processor presenting up-to-date attestations, reports or extracts from independent bodies, including without limitation external or internal auditors, BZ DISC ’s data protection officer, its IT security department, its data protection or quality auditors, other mutually agreed third parties, or certification by way of an IT security or data protection audit. If GDPR requires BZ DISC to permit its sub-processors to be audited, the sub-processor being audited must also agree to the third party auditor and be added as a party to the confidentiality agreement among the parties. (c) Unless otherwise required by GDPR, Library may request a summary audit report(s) or audit BZ DISC no more than once annually. Library must provide at least thirty (30) days prior written notice to BZ DISC of a request for summary audit report(s) or request to audit. The scope of any audit will be limited to BZ DISC ’s policies, procedures and controls relevant to the protection of Library’s Personal Data and defined in Schedule 1. Subject to Section 13(b), all audits will be conducted during normal business hours, at BZ DISC ’s principal place of business or other BZ DISC location(s) where Personal Data is accessed, processed or administered, and will not unreasonably interfere with BZ DISC’s day-to-day operations. An audit will be conducted at Library’s sole cost and by a mutually agreed upon third party, shall be subject to Section 6 (Confidentiality)a non-disclosure agreement containing confidentiality provisions substantially similar to those set forth in the Agreement, which agreement shall obligate it to maintain the confidentiality of all BZ DISC Confidential Information and all audit findings. Licensee Before the commencement of any such on-site audit, BZ DISC and Library shall use commercially reasonable efforts to reserve mutually agree upon the timing, and duration of the audit. BZ DISC will reasonably cooperate with the audit, including providing the auditor the right to conduct audits of its sublicensees in a comparable manner review but not to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicenseecopy BZ DISC security information or materials during normal business hours. Licensee Library shall provide Licensor BZ DISC with a full copy of all findings of the audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)at no charge.

Audit Rights. Licensee (a) Until December 31, 2025, upon reasonable advance written notice from the Acting Holders, Parent shall permit an independent certified public accountant designated accounting firm of nationally recognized standing selected by Licensor such Acting Holders and reasonably acceptable to Licensee, Parent (the “Independent Accountant”) to have access, no more than once in each calendar year access at reasonable times during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent books and records of Parent and its Affiliates as may be reasonably necessary to determine the accuracy evaluate and verify Parent’s calculation of Net Sales reported, and payments made, by Licensee to Licensor within the three hereunder; provided that (3x) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only Acting Holders (a) the accuracy of Net Sales reported and the basis for royalty and other payments made Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly Parent with respect to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses confidential information of such accountant shall Parent or its Affiliates to be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner furnished pursuant to this Section 3.2.8 4.5 and if requested (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant accounting firm shall be paid borne by the sublicenseeParent. Licensee The Independent Accountant shall provide Licensor Parent with a copy of all audit reports disclosures made to the Acting Holders. The decision of sublicensees under this Section 3.2.8, such reports accounting firm shall be deemed Confidential Information of Licensee final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 6(Confidentiality4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b), as applicable.

Audit Rights. Licensee shall permit an independent public accountant designated by A. Licensor and reasonably acceptable its authorized representatives shall have the right up to two (2) times per year during regular business hours, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to have accessconduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, no more than once in each calendar year during case, solely with respect to the Term Products and no more than twice during Services, use of the three (3) calendar years following Licensed Marks and as necessary to confirm Licensee’s compliance with the expiration or termination terms of this Agreement, during regular business hours . Licensor and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant its authorized representatives shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments also have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of its sublicensees the Licensed Marks is not in a comparable manner to material conformance with the Standards of Quality or other material terms of this Section 3.2.8 Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and if requested by Licensor shall appoint an independent public accountant to conduct such auditcircumstances of the inspection and examination, at Licensor’s expensesole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, unless from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed ▇▇▇▇ is affixed and representative samples showing all other uses of the Net Sale of sublicensee are understated Licensed Marks by greater than 10 percent (10%)Licensee. Upon Licensor’s reasonable request, in which case Licensee shall ensure permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the fees and expenses requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all review, inspection or audit reports of sublicensees under this Section 3.2.8Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such reports steps and agreements shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)not prevent Licensor from pursuing any claims that it may have in connection with this Agreement.

Audit Rights. Licensee Tenant shall permit an independent public accountant designated by Licensor have the right upon reasonable Notice to Landlord (but no more often than once per calendar year) and reasonably acceptable to Licenseeat its own cost and expense (without requirement that Tenant pay Landlord’s costs of complying with this provision), to have accessaudit or inspect Landlord’s books and records relating to L▇▇▇▇▇▇▇’s calculation of Operating Expenses and/or other Additional Rent payable by T▇▇▇▇▇. Landlord shall utilize or cause to be utilized accounting records and procedures for each fiscal year (or other applicable time period) conforming to generally accepted accounting principals, no more than once in each calendar year consistently applied, with respect to all Operating Expenses and calculations of other forms of Additional Rent. Landlord shall cooperate with Tenant during the Term and no more than twice course of an audit, making all pertinent records available to Tenant, Tenant’s employees or agents for inspection during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours and upon at least sixty (60) days written noticein Landlord’s building manager’s office. Landlord agrees to make such personnel available to Tenant as is reasonably necessary for Tenant, to LicenseeTenant’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales employees or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant agents to conduct such audit. Tenant, at LicensorTenant’s expenseemployees or agents shall be entitled to make copies of such records, unless provided Tenant bears the Net Sale expense of sublicensee are understated such copying and further provided that T▇▇▇▇▇ agrees to keep such copies in a confidential manner. If during the course of an Audit, Tenant uncovers that Landlord has overcharged Tenant, then Landlord shall pay to Tenant: (i) the overcharged amounts; and (ii) in the event that Landlord overcharged Tenant by greater more than 10 five percent (105%), in which case Licensee shall ensure that addition to the fees overcharged amounts, the reasonable costs and expenses incurred by Tenant in connection with the Audit. The making of such accountant payments to Landlord by T▇▇▇▇▇ and the acceptance of payments from Landlord by Tenant shall be paid not preclude Tenant from questioning the accuracy of any payment made or charge assessed by Landlord for Operating Expenses for up to two (2) years after the sublicensee. Licensee shall provide Licensor with a copy end of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)year adjustment has been made as provided above.

Audit Rights. Licensee ORTHO shall permit keep, and shall cause its AFFILIATES and SUBLICENSEES to keep, full, true and accurate books of account containing all particulars in accordance with ORTHO's normal accounting procedures then in effect for the purpose of showing the amount payable to KOSAN by way of royalty as aforesaid or by way of any other provision hereunder. Said books of account shall be kept at ORTHO's (or if sales by a SUBLICENSEE, at the SUBLICENSEE's) principal place of business. Said books and the supporting data shall be maintained and kept open during reasonable business hours, for [**] following the end of the calendar year to which they pertain (and access shall not be denied thereafter, if reasonably available), to the inspection of an independent certified public accountant designated retained by Licensor KOSAN and reasonably acceptable to LicenseeORTHO or such SUBLICENSEE for the purpose of verifying ORTHO's royalty statements, or ORTHO's compliance in other respects with this AGREEMENT, but this right to have access, no inspect may not be exercised more than once in each any year and once a calendar year during period is audited, it may not be re-audited unless a payment [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. discrepancy is identified. Said accountant shall disclose to KOSAN only information relating to the Term accuracy of the royalty reports and no more than twice during the three (3) calendar years following royalties paid under this AGREEMENT. Names of customers and other confidential information shall not be disclosed to KOSAN by such independent accountant. Such accountant shall be retained at KOSAN's sole expense. Notwithstanding the expiration or termination foregoing, inspections of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s the records and books of SUBLICENSEES shall be limited to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve ORTHO has the right to conduct audits of authorize KOSAN to make such inspection; provided that if ORTHO does not have the right to authorize KOSAN to make such an inspection, upon KOSAN's request, ORTHO, at its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint expense, using an independent public certified accountant reasonably acceptable to conduct KOSAN, shall inspect the SUBLICENSEE's records and shall provide to KOSAN the results of such inspection. In any audit, at Licensor’s expense, unless the Net Sale if an underpayment of sublicensee are understated by greater more than 10 five percent (105%)) is established for a quarter, in which case Licensee LICENSEE shall ensure that pay the fees and expenses costs of the audit of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee period and shall be subject promptly pay to KOSAN any amounts due together with interest as provided in Section 6(Confidentiality)7.7.

Audit Rights. Licensee (a) Until December 31, 2025, upon reasonable advance written notice from the Acting Holders, Parent shall permit an independent certified public accountant designated accounting firm of nationally recognized standing selected by Licensor such Acting Holders and reasonably acceptable to Licensee, Parent (the “Independent Accountant”) to have access, no more than once in each calendar year access at reasonable times during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent books and records of Parent and its Affiliates as may be reasonably necessary to determine the accuracy evaluate and verify Parent’s calculation of Net Sales reported, and payments made, by Licensee to Licensor within the three hereunder; provided that (3x) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only Acting Holders (a) the accuracy of Net Sales reported and the basis for royalty and other payments made Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly Parent with respect to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses confidential information of such accountant shall Parent or its Affiliates to be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner furnished pursuant to this Section 3.2.8 4.5 and if requested (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant accounting firm shall be paid borne by the sublicenseeParent. Licensee The Independent Accountant shall provide Licensor Parent with a copy of all audit reports disclosures made to the Acting Holders. The decision of sublicensees under this Section 3.2.8, such reports accounting firm shall be deemed Confidential Information of Licensee final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 6(Confidentiality4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Sections 2.4(b) and 2.4(c), as applicable.

Audit Rights. Licensee Subject to reasonable advance written notice from the Purchaser within six (6) months of each Royalty Right Payment Date, the Seller shall permit an independent public accountant designated accounting firm of national reputation chosen by Licensor and reasonably acceptable to Licensee, the Purchaser to have access, no more than once in each calendar year access during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours to the books and upon records of the Seller as may be reasonably necessary to audit the calculation of MosaiQ™ Net Sales and Royalty Right Payment Amounts (or reasons for the lack of any calculation therefor) for the applicable Royalty Right Period pertaining to such Royalty Right Payment Date. Any such audit shall be at the expense of the Purchaser; provided, however, that if any such audit reveals a discrepancy in favor of the Purchaser of at least sixty 5% of a Royalty Right Payment Amount, then the cost of such audit shall instead be borne by the Seller. In the event that any audit reveals an underpayment of any Royalty Right Payment Amount, then the underpayment amount shall be paid within thirty (6030) days written noticeafter Purchaser makes a demand therefor, to Licensee’s records and books to plus interest thereon if such amount is in excess of five percent (5%) of the extent necessary to determine amount that actually should have been paid. Such interest shall be calculated from the accuracy date such amount was due until the date such amount is actually paid, at the rate of Net Sales reportedone-half percent (0.5%) over the prime rate of interest as published in The Wall Street Journal, and payments madeEastern Edition, by Licensee to Licensor within in effect on the three (3) year period immediately preceding date such an auditamount was due. The independent public accountant accounting firm conducting any audit pursuant to this Section 2.5 shall agree to be under a confidentiality obligation to Licensee to disclose to Licensor only (a) bound by the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result terms of the audit. If such examination results in a determination that Net Sales Confidentiality Agreement or payments have been misstated, over or under paid amounts due shall be paid promptly otherwise agree to confidentiality provisions acceptable to the appropriate PartySeller. If Net Sales are understated Any books and records, information or other documentation provided or made available by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and Seller pursuant to this Section 2.5 shall be subject to Section 6 (Confidentiality)the Confidentiality Agreement. Licensee Notwithstanding the foregoing, the Seller shall use commercially reasonable efforts not be obligated to reserve the right to conduct audits of its sublicensees in a comparable manner provide or make available any books and records, information or other documentation pursuant to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, 2.5 unless the Net Sale Confidentiality Agreement is effective and has a remaining term of sublicensee are understated by greater not less than 10 percent (10%)six months at the time such books and records, in which case Licensee shall ensure that the fees and expenses of such accountant shall information or other documentation is to be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)provided or made available.

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor Symantec may audit Your use of the Licensed Software and reasonably acceptable Maintenance to Licenseeverify that Your usage complies with applicable Entitlement Confirmation(s), to have accessincluding without limitation through collection and use of Collected Data, no self-certifications, on-site audits and/or audits done using a third party auditor. An audit will be done upon reasonable notice and during normal business hours, but not more often than once in each calendar year unless a material discrepancy was identified during the Term and no more than twice during course of a prior review. You agree to implement internal safeguards to prevent any unauthorized copying, distribution, installation, or use of, or access to, the three (3) calendar years following the expiration or termination of Licensed Software. You further agree to keep records sufficient to certify Your compliance with this License Agreement, during regular business hours and, upon request of Symantec, provide and certify metrics and/or reports based upon at least sixty (60) days written notice, to Licensee’s such records and books accounting for both numbers of copies (by product and version) and network architectures as they may reasonably relate to Your licensing and deployment of the extent necessary Licensed Software. If Your usage of the Licensed Software or Maintenance is not compliant, You will promptly submit an order within thirty (30) days, at Manufacturer’s Suggested Reseller Price (MSRP), or as mutually agreed upon with Symantec, applicable to determine Your use of the accuracy Licensed Software or Maintenance in excess of Net Sales reportedYour entitlement rights including, but not limited to software license fees , new and lapsed Maintenance fees, and payments madereinstatement costs. Lapsed Maintenance or excess subscription fees will be calculated at a minimum of one (1) year, by Licensee to Licensor within the three (3) year period immediately preceding such unless an auditaccurate calculation can be determined. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve Symantec reserves the right to conduct audits charge interest at the rate of its sublicensees in a comparable manner to this Section 3.2.8 one and if requested one-half percent (1½%) per month or the highest interest rate allowed by Licensor law, whichever is lower, from the date on which such amount became due. Symantec shall appoint an independent public accountant to conduct bear the costs of any such audit, at Licensor’s expense, unless except where the Net Sale audit demonstrates that the MSRP value of sublicensee are understated by greater than 10 Your non-compliant usage exceeds five percent (105%)) of the MSRP value of Your compliant deployments. In such case, in which case Licensee addition to purchasing appropriate licenses and Maintenance for any over-deployed Licensed Software, You shall ensure that reimburse Symantec for the fees and expenses of such accountant shall be paid by costs for the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)audit.

Audit Rights. Licensee (a) Until the earlier of achievement of the Net Sales Milestone or the expiration of the Milestone Period, upon reasonable advance written notice from the Holder Representative, Parent shall permit an independent certified public accountant designated accounting firm of nationally recognized standing mutually agreed by Licensor the Holder Representative and reasonably acceptable to Licensee, Parent (the “Independent Accountant”) to have access, no more than once in each calendar year access at reasonable times during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours to the books and upon at least sixty records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of the Net Sales Milestone hereunder; provided that (60i) days written noticesuch Holder Representative (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.03 and (ii) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The Independent Accountant will keep all books and records of Parent and its Affiliates strictly confidential, and will provide only a report of the results of its findings to Licensee’s records and books Holder Representative. The reasonable, documented, out-of-pocket fees charged by such accounting firm (to the extent necessary to determine consistent with a previously agreed budget at the accuracy time of Net Sales reported, and payments made, engagement by Licensee to Licensor within such Independent Accountant) shall be borne by the three (3) year period immediately preceding such an auditHolder Representative. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee Independent Accountant shall provide Licensor Parent with a copy of all audit reports disclosures made to the Holder Representative. The decision of sublicensees under this Section 3.2.8, such reports accounting firm shall be deemed Confidential Information of Licensee final, conclusive and binding on Parent, Holder Representative and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. The audit rights set forth in this Section 6(Confidentiality4.03(a) may not be exercised by the Holder Representative more than once; provided however, that if the Independent Accountant determines in its audit that the actual amount of Net Sales as of the date the Independent Accountant began its audit pursuant to this Section 4.03(a) is more than 10% greater than the amount Parent calculated Net Sales to be as of such date, the Holder Representative may exercise these audit rights a second time no sooner than 12 months after the completion of the first audit. (b) If, in accordance with the procedures set forth in Section 4.03(a), the Independent Accountant concludes that the Net Sales Milestone should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder the applicable portion of the Net Sales Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by B▇▇▇▇▇▇▇▇, from when such Milestone should have been paid, as applicable, to the date of actual payment, as applicable; provided that, for clarity, such adjusted Net Sales Milestone Amount shall otherwise be paid pursuant to the procedures set forth in Section 2.04.

Audit Rights. Licensee Proper annual and quarterly statements, as set forth in Article 26, shall permit be prepared and certified by Lessee to Lessor in conjunction with such Gross Receipts. Lessor may, at its option, cause an independent public accountant designated by Licensor audit to be made of Lessee's business affairs and reasonably acceptable to Licensee, to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books relating to the extent necessary Leased Premises for the period covered by any such statements issued by Lessee;Have ▇▇▇ ▇▇▇▇▇ review these insertions provided such audit is conducted pursuant to determine the accuracy of Net Sales reported, following terms and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only conditions: (a) the accuracy of Net Sales reported Lessor may audit only Lessee's non-consolidated books and the basis for royalty and other payments made to Licensor under this Agreement and records, (b) the difference, if anysuch audit must be conducted by Lessor's employees or an independent nationally recognized accounting firm that is not being compensated by Lessor on a contingency fee basis; (c) such audit must be commenced within six (6) months after Lessee delivers to Lessor Lessee's annual accounting of Gross Receipts and once commenced, such reported audit shall be completed in a diligent and expeditious manner; (d) Lessor shall supply Lessee with a copy of the result of the audit within thirty (30) days after Lessor's receipt of same; (e) no audit shall be conducted if Lessor has previously conducted an audit for the same time period; (f) such audit shall be conducted during normal business hours, at a mutually agreed upon time, at Lessee's main accounting office; (g) such audit shall be at Lessor's sole cost and expense and any costs or expenses incurred by Lessee in providing Lessor with the information required to perform such audit, including, but not limited to, copying costs and delivery fees shall be paid amounts vary from amounts determined by Lessor to Lessee upon demand; and, (h) any information obtained by Lessor as a result of such audit shall be held in strict confidence by Lessor and shall not be disseminated further except to Lessor's accountants, attorneys and lenders. As used herein the auditterm "non-consolidated" shall mean only such of Lessee's books and records as reflect its sales solely at the Leased Premises. Notwithstanding any provision of this Lease, Lessor shall have no right under any circumstances or pursuant to any provisions of this Lease to inspect or audit any of Lessee's operations at any other location. Lessor shall not have the right to audit Lessee's records more than once per Lease Year. Once audited, a Lease Year may not again be audited. Notwithstanding anything in the foregoing to the contrary, Lessee shall have the right, to be exercised, if at all, within thirty (30) days after Lessee's receipt of the audit report, to contest such audit report, and in such case Lessor and Lessee shall work together to resolve such differences (and Lessor's auditor's report shall not be binding and conclusive upon Lessee until such differences are resolved [if Lessee exercises such rights]). Lessee shall maintain its books and records for at least three years from the end of any Lease Year. If such examination results audit shall disclose a liability for Rent to the extent of three percent (3%) or more in a determination that Net Sales excess of the Rents theretofore computed and paid by Lessee for such period, Lessee shall pay for the cost of any such audit. Lessee shall also pay interest on the amount of such liability at the lesser of the rate of twelve percent (12%) per annum or payments the highest rate allowed by law accruing from the date said liability would have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be properly paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Lessee hereunder.

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor (a) Upon the written request of Isis or Alnylam, as the case may be, and reasonably acceptable to Licensee, to have access, no not more than once in each calendar year, Isis or Alnylam will permit the other Party’s independent certified public accountant to have access upon reasonable advance notice and during normal business hours to its records as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for the current year during and the Term preceding 2 years prior to the date of such request. The accounting firm will disclose to the auditing Party only whether the royalty reports are correct or incorrect, the specific details concerning any discrepancies, and no more than twice during the three (3) corrected amount of Net Sales and royalty payments. No other information will be provided to the auditing Party. Once a Party has audited a particular calendar years following year under this section, the expiration or termination of Party will be precluded from subsequently auditing such calendar year. In any sublicense granted by a Party under this Agreement, during regular business hours such Party will endeavor to secure a similar audit right and upon at least sixty (60) days written notice, to Licensee’s records and books to if reasonably requested by the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding other Party will enforce such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and audit right. (b) If such accounting firm concludes that additional royalties were owed during such period, the difference, if any, such reported and paid amounts vary from amounts determined as a result delinquent Party will pay the additional royalties within 90 days of the auditdate such Party receives the accounting firm’s written report. If The fees charged by such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall accounting firm will be paid by Licensee; otherwise the fees and expenses auditing Party unless the additional royalties, milestones or other payments owed by the audited Party exceed 5% of such accountant shall be the royalties, milestones or other payments paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be for the time period subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the audited Party will pay the reasonable fees and expenses of such accountant shall be paid charged by the sublicensee. Licensee shall provide Licensor with a copy of accounting firm. (c) Each Party will treat all audit reports of sublicensees financial information subject to review under this Section 3.2.89.3 or under any sublicense agreement in accordance with the confidentiality provisions of Article 12, and will cause its accounting firm to enter into an acceptable confidentiality agreement obligating such reports shall be deemed Confidential Information of Licensee and shall be subject firm to Section 6(Confidentiality)retain all such financial information in confidence pursuant to such confidentiality agreement.

Audit Rights. Licensee (a) At the Direction of Noteholders holding at least 25% of the Outstanding Principal Balance of the Senior Class of Notes, the Senior Trustee shall instruct the Servicer on behalf of the Issuer to exercise the Issuer’s rights pursuant to Section 8.12 of the Counterparty License Agreement, with respect to periods commencing on or after January 1, 2014, to audit the books and records of Counterparty (which audit or inspection may only be made at the times and in the manner provided by and otherwise in conformity with the requirements of the audit rights of the Seller provided for by Section 8.12 of the Counterparty License Agreement, including that such audit rights may be exercised only once per calendar year), and the Issuer shall cause the Trustee to include for distribution to Noteholders and Beneficial Holders that have executed and delivered to the Registrar a Confidentiality Agreement any written audit report that the Issuer or the Servicer receives with respect to such inspection or audit in the next Distribution Report (after receipt of such written audit report) to be distributed pursuant to Section 2.13. Any such written audit report shall be treated confidentially pursuant to the terms of the Confidentiality Agreement; provided, however, that nothing in this Section 6.13(a) shall prohibit or restrict the Issuer’s ability to unilaterally exercise its rights pursuant to Section 4.7 of the Purchase and Sale Agreement in the absence of any such Direction of the Noteholders. (b) At the Direction of Noteholders holding at least 25% of the Outstanding Principal Balance of the Senior Class of Notes, the Issuer shall, upon not less than ten Business Days’ prior written notice to the Issuer, permit an independent public accountant designated accounting firm of nationally recognized standing selected by Licensor such Noteholders to make such inspection and audit of the books and records of the Issuer as may reasonably acceptable be necessary to Licenseedetermine the correctness of any Distribution Report, including the calculations made by the Calculation Agent in respect of any Calculation Date, as set forth in Section 3.4, and the payments made pursuant to have accessSection 3.6 with respect thereto. Such inspection and audit (x) may not be conducted more than once during any calendar year, no (y) shall be conducted by such accounting firm during normal business hours at such place or places where such books and records are held and (z) may not be conducted more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination respect of any given Calculation Date. Subject to this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%Section 6.13(b), the fees Issuer shall make available to such accounting firm such books and expenses records of the Issuer reasonably pertinent to such accountant inspection and audit and shall reasonably cooperate with such accounting firm in connection therewith. Such accounting firm shall prepare a report disclosing its conclusions with respect to the accuracy or inaccuracy of the amounts inspected and audited and shall furnish such report to the Trustee for distribution to Noteholders and Beneficial Holders that have executed and delivered to the Registrar a Confidentiality Agreement. In the event of any inaccuracy reported by such accounting firm, the Issuer shall cause the amounts to be paid by Licensee; otherwise to the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject Collection Account for distribution on the succeeding Payment Date pursuant to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts 3.6(a) to reserve the right to conduct audits of its sublicensees be adjusted in a comparable manner to this accordance with Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality3.6(d).

Audit Rights. Licensee 3.7.1 VIB shall permit an independent have the right, through a certified public accountant designated by Licensor and or like person reasonably acceptable to LicenseeAmpio, upon execution of a reasonable confidentiality agreement, to have accessexamine the records of Ampio, no more than once in each calendar year during or its Affiliates or, if Ampio has the Term right, its licensees or * Confidential Information, indicated by [***] has been omitted from this filing and no more than twice during filed separately with the three (3) calendar years following the expiration or termination of this AgreementSecurities Exchange Commission. subcontractors, during regular business hours upon reasonable notice and upon at least sixty for one (601) days written noticecalendar year after its termination; provided, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reportedhowever, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only that: (a) such examination shall not take place more often than once a calendar year and shall not cover such records for more than the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement preceding calendar year, and (b) such accountant shall report to VIB only as to the difference, if any, such reported and paid amounts vary from amounts determined as a result accuracy of the auditreports or payments of Additional Consideration provided or made by Ampio under this Agreement. The accountant shall send a copy of the report to Ampio at the same time it is sent to VIB. 3.7.2 In negotiating any agreements or contracts with its licensees and subcontractors of Ampio Products hereunder, Ampio shall use its commercially reasonable efforts to include a provision permitting VIB to conduct an audit of each such licensee or subcontractor in the manner described in Section 3.7.1 above. If Ampio is unable to successfully negotiate the inclusion of such examination a provision, then Ampio agrees that, on request from VIB, it will conduct an audit, in accordance with the terms of Ampio’s contract or agreement with such licensee or subcontractor, of such licensee’s or subcontractor’s books and records to the extent they relate to the sale of an Ampio Product and shall provide the results in a determination that Net Sales of such audit to VIB, to the extent permitted under the terms of any such contract or payments have been misstated, over agreement with such licensee or subcontractor. 3.7.3 Inspections conducted under paid amounts due this Section 3.7 shall be at the expense of VIB, unless a variation or error producing an underpayment in amounts payable by Ampio to VIB as Additional Consideration exceeding an amount equal to five per cent (5%) of the amount paid promptly for a period covered by the inspection is established, in which case all reasonable costs relating to the appropriate Party. If Net Sales inspection for such period and any unpaid amounts that are understated by greater than ten percent (10%), the fees and expenses of such accountant discovered shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Ampio.

Audit Rights. The computation of the annual Royalty Base will be reviewed within ninety (90) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall permit an independent public accountant designated by Licensor and reasonably acceptable to Licensee, to have access, no more than once not be in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination breach of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s records and books control, in which case Licensee shall, to the extent necessary to determine the accuracy practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of Net Sales reported, and payments made, by Licensee to Licensor within the three national standing (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, it being understood that if any, such reported and paid amounts vary from amounts determined as a result of the auditrule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). If such examination results Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly the form of Schedule 8 hereto attesting to the appropriate Party. If Net Sales are understated by greater than ten percent (10%)accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and shall be subject in good faith in all respects material to Section 6 (Confidentiality)the Royalty Base. Licensee shall use commercially reasonable efforts to reserve pay for the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses preparation of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee certificates and shall be subject their delivery to Section 6(Confidentiality)Licensor.

Audit Rights. Licensee Nellcor agrees to maintain records sufficient to verify the calculation of all Pulse Oximetry Revenue for a period of two (2) years from the end of the calendar year in which the royalties are paid by Nellcor. In addition, Nellcor agrees to maintain records sufficient to verify the calculation of all Pulse Oximetry Revenue for calendar years 2004 and 2005 until December 31, 2007. Nellcor agrees that Masimo, as set forth below, shall permit an independent public accountant designated by Licensor have the right to have the books and reasonably acceptable to Licenseerecords of Nellcor inspected, at Masimo’s expense, to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine verify the accuracy of Net Sales reportedNellcor’s accounting reports, but such right shall not extend beyond the period of two (2) years from the end of the calendar year to be audited. Such inspection shall be carried out by an independent representative or accountant (non-employee) of Masimo agreed upon by Masimo and Nellcor (which agreement shall not be unreasonably withheld) who shall be bound by a confidentiality agreement. Such representative or accountant shall report to Masimo and Nellcor whether the reports and payments mademade by Nellcor were correct or, by Licensee if not correct, the amount of discrepancy. Masimo agrees to Licensor within the three (3) year period immediately preceding hold all reports in confidence and to impose a similar requirement of confidentiality on any representative or accountant appointed hereunder. Masimo and any such an audit. The independent public representative or accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported not use any information gained from such inspection for any purpose other than determining and the basis for royalty and other payments made to Licensor enforcing Masimo’s rights under this Agreement and (b) Agreement. No more than one inspection shall be permitted during each calendar year. In the difference, if any, event that any such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in inspection leads to a determination that Net Sales or Nellcor underpaid the royalties due to Masimo, Nellcor shall reimburse Masimo such underpayment within fifteen (15) days of the date of the report. Late payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Partyand underpayments will accrue interest at 10% per annum. If Net Sales are understated royalties due Masimo were underpaid by greater than ten percent (10%)) or more, Nellcor shall also reimburse Masimo for the reasonable fees and expenses of the independent representative/accountant for the inspection. In the event of an overpayment of Earned Royalties, then Masimo shall credit Nellcor such accountant shall overpayment, and such credit will be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees reflected in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at LicensorNellcor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentialitynext due royalty payment(s).

Audit Rights. Licensee (a) If a Milestone has not been attained by the applicable Milestone Deadline Date, Parent shall deliver to the Rights Agent, on a date that is within sixty (60) days following the last day of the applicable Milestone Deadline Date, a written notice (the “Expiry Notice”) indicating which Milestone was not attained and an Officer’s Certificate certifying that such Milestone was not attained and is not payable to the Holders of such CVR. (b) Within thirty (30) days after the receipt of a Milestone Notice or an Expiry Notice, the Rights Agent may request one meeting with one or more representatives of the Parent Rights Chain Group with detailed knowledge of activities, progress and results pertaining to such Milestone (each, a “Parent Rights Chain Representative”), for the purpose of providing the Rights Agent with an opportunity to inquire about the achievement of such Milestone. At least one of the Parent Rights Chain Representatives must be an officer with operating responsibility for commercialization of CVR Product. If the Rights Agent so requests a meeting, the Rights Agent and the appropriate Parent Rights Chain Representatives, shall, within sixty (60) days after such request, meet in person or by telephone conference or video conference as mutually agreed by the applicable parties. In addition, for thirty (30) days after delivery of a Milestone Notice or an Expiry Notice, if requested by the Rights Agent, Parent shall make available a qualified employee of Parent or the applicable member of the Parent Rights Chain Group with appropriate expertise to respond telephonically or electronically to questions posed by the Rights Agent. (c) Until the end of the Milestone Period (the “Audit Period”), and thereafter for the duration of any audit requested during the Audit Period, Parent shall, and shall cause each of its Affiliates to, keep complete and accurate books and records in sufficient detail to ascertain properly and to verify the payments owed hereunder. (d) Upon the written request of the Rights Agent during the Audit Period, Parent shall, and shall cause each of its Affiliates to, permit an independent public accountant designated (the “Independent Auditor”) reasonably satisfactory to Parent and selected by Licensor and reasonably acceptable to Licenseethe Rights Agent, at the Holders’ expense, to have access, upon reasonable prior notice and during normal business hours, but no more than once one time during any calendar year, to inspect the books and records specified in each calendar year during the Term and no more than twice during Section 4.4(c) for the three preceding years (3) calendar years following the expiration or termination but only for purposes of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner auditing periods not previously audited pursuant to this Section 3.2.8 4.4(d)). If the Independent Auditor concludes that Parent failed to timely report achievement of any Milestone, then (x) Parent shall promptly reimburse the Holders (through the Rights Agent) for the out-of-pocket costs of the audit and if requested (y) Parent shall promptly pay the Milestone Payment for such Milestone, along with interest from the due date until the date of payment thereof at a per annum rate equal to 2.00% plus the prime rate as published in The Wall Street Journal, from time to time, effective from the date that payment was due, compounded monthly; provided that interest shall not accrue at a rate that exceeds the maximum rate permitted by Licensor applicable Legal Requirements; provided, further, that payment of such interest shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%)not limit, in which case Licensee shall ensure that any way, any party’s (including any Holder’s) rights to exercise any other remedies it may have as a consequence of the fees and expenses lateness of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)any payment.

Audit Rights. Licensee (a) IPC and its Affiliates shall maintain complete and accurate records in reasonably sufficient detail to permit Tris to confirm the accuracy of the calculation of Transfer Price. Upon no less than fifteen (15) days prior notice, such records shall be made available during regular business hours, for a period of three (3) years from the end of the calendar year to which they pertain, for examination, not more often than once each calendar year, by an independent certified public accountant designated selected by Licensor Tris and reasonably acceptable to LicenseeIPC, for the sole purpose of verifying the accuracy of the IPC Invoices pursuant to have accessthis Agreement and subject to the provision of and agreed Statement of Work for the auditor (inclusive of any auditor’s fees and compensation guidelines) by the parties to the selected auditor. Audits shall be undertaken in a manner which does not disrupt IPC’s normal course of business. Any such auditor shall enter into a confidentiality agreement with IPC and shall not disclose IPC’s Confidential Information, no except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by IPC or the amount of payments due from IPC to Tris under this Agreement. Any amounts shown to be owed but unpaid shall be paid, and any amounts showed to be overpaid will be refunded, within forty-five (45) days from the accountant’s report. Tris shall bear the full cost of such audit unless such audit discloses an underpayment to or overpayment by Tris of more than once $[*****], in which case IPC shall bear the full cost of such audit. (b) Tris, and each calendar year Affiliate and Third Party sublicensee of Tris shall maintain complete and accurate records in reasonably sufficient detail to permit IPC to confirm the accuracy of the calculation of IPC’s share of Net Profits and other amounts billed to IPC or to which IPC is entitled (collectively, such records, which may include reports, statements, notices, invoices and documents, are referred to as “Tris Statements”). Upon no less than fifteen (15) days prior notice, such records shall be available during the Term and no more than twice during the regular business hours for a period of three (3) years from the end of the calendar years following year to which they pertain for examination, not more often than once each calendar year, by an independent certified public accountant selected by IPC and reasonably acceptable to Tris, for the expiration sole purpose of verifying the accuracy of the Tris Statements pursuant to this Agreement and subject to the provision of and agreed Statement of Work (inclusive of any auditor’s fees and compensation guidelines) by the parties to the selected auditor. Audits shall be undertaken in a manner which does not disrupt Tris’ normal course of business. Any such auditor shall enter into a confidentiality agreement with Tris, or termination of this Agreementthe germane Affiliate(s) or Third Party sublicensee(s) and shall not disclose Confidential Information, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books except to the extent such disclosure is necessary to determine verify the accuracy of Net Sales reportedthe financial reports furnished by audited party or the amount of payments due from Tris or other audited party to IPC under this Agreement. Any amounts shown to be owed but unpaid shall be paid, and payments madeany amounts showed to be overpaid will be refunded, by Licensee to Licensor within forty-five (45) days from the three (3) year period immediately preceding such an auditaccountant’s report. The independent public accountant IPC shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) bear the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses full cost of such accountant shall be paid audit unless such audit discloses an underpayment to or overpayment by Licensee; otherwise the fees and expenses IPC of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater more than 10 percent (10%)$[*****], in which case Licensee Tris shall ensure that bear the fees and expenses full cost of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)audit.

Audit Rights. Licensee Asthmatx shall permit an independent public accountant designated by Licensor Broncus and reasonably acceptable to LicenseeAsthmatx, to have access, no more than once in each calendar year during the Term term of this Agreement and no more than twice during the three (3) calendar years following the expiration or termination of this AgreementAsthmatx’s royalty obligations hereunder, during regular business hours and upon at least sixty ten (6010) days prior written notice, to LicenseeAsthmatx’s records and books relating to royalties payable hereunder, for the extent necessary to determine purpose of determining the accuracy of Asthmatx Net Sales reported, and royalty payments made, by Licensee Asthmatx to Licensor Broncus within the three one (31) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee Asthmatx to disclose to Licensor Broncus only (a) the accuracy of Asthmatx Net Sales reported and the basis for royalty and other payments made to Licensor Broncus under this Agreement Agreement, and (b) the difference, if any, by which such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Asthmatx Net Sales or royalty payments have been misstatedunderstated or overstated, over unpaid ***** Certain portions of this exhibit have been omitted and confidential treatment has been requested for these omitted portions pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. amounts or under paid amounts refund of overstatement due shall be paid promptly to the appropriate Partypromptly. If Net Sales are understated by greater than ten percent (10%), the The fees and expenses of such accountant shall be paid by Licensee; otherwise Broncus, unless the accountant’s examination results in a determination that Asthmatx Net Sales have been understated, or that payments have been underpaid, by more than ten percent (10%) for the period examined, in which case Asthmatx shall pay all reasonable costs and expenses incurred by Broncus in the course of making such determination, including the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)accountant.

Audit Rights. Licensee During the Term and for two (2) years from the date of each Royalty payment hereunder, DMG agrees to keep complete and accurate records of monies received by DMG reasonably necessary to calculate and verify the Royalty and Additional Royalty payments made to TufAmerica under this Section 4. TufAmerica shall permit have the right, through an independent independent, certified public accountant designated by Licensor and or attorney reasonably acceptable to LicenseeDMG, to have accessaudit such records at the place of business where such records are customarily kept solely in order to verify the accuracy of the Royalty and Additional Royalty payments actually made under this Agreement by DMG to TufAmerica. Such independent, no more than certified public accountant or attorney shall execute an appropriate confidentiality agreement provided by DMG prior to conducting any audit. Such audits may be exercised once in each calendar per year during the Term and no more than twice any Renewal Term during the three normal business hours, upon thirty (330) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days days’ advance written notice. TufAmerica shall bear the full cost of all audits. If an audit undertaken by TufAmerica reveals an underpayment of five percent (5%) or more of royalties due then DMG shall reimburse TufAmerica reasonable audit costs. TufAmerica and its auditors may not disclose any information obtained during any audit, to Licensee’s records and books all such information shall be considered DMG Confidential Information (as defined in Section 9 below), except to the extent necessary for TufAmerica to determine the accuracy of Net Sales reported, and payments made, by Licensee reveal such information in order to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor enforce its rights under this Agreement or if disclosure is required by law, subject to the requirements in Section 9 below with respect to any such disclosure. If any amounts are determined to be due and (b) the difference, if anyowing by DMG to TufAmerica pursuant to this Section 4.3 and are not subject to a good faith dispute by DMG, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to TufAmerica by DMG within fifteen (15) business days of written notice thereof. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)omitted provisions.

Audit Rights. Licensee ELAN shall permit keep and maintain for [***] years complete and accurate records of Operating Income (Loss) and Net Sales of Co-Developed Products for the relevant Co-Development Territory(ies), Indications and formulations (“Co-Development Net Sales”) in sufficient detail to allow confirmation of same by the JPT, the JMC and ARCHEMIX. ARCHEMIX shall have the right for a period of [***] Calendar Years after such Operating Income (Loss) and Co-Development Net Sales are reconciled in accordance with Section 4.11.6(a) to appoint at its expense an independent certified public accountant designated by Licensor and reasonably acceptable to LicenseeELAN to audit the relevant records of ELAN and its Affiliates to verify that the amount of such Operating Income (Loss) and Co-Development Net Sales are correctly determined. ELAN and its Affiliates shall each make its relevant records available for audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon [***] days written notice from ARCHEMIX, solely to have access, no verify that such Operating Income (Loss) and Co-Development Net Sales hereunder were correctly determined. Such audit right shall not be exercised by ARCHEMIX more than once in each calendar year during the Term any Calendar Year and no period may be audited more than twice during the three (3) calendar years following the expiration or termination once. All records made available for audit shall be deemed to be Confidential Information of ELAN. The results Portions of this Agreement, during regular business hours Exhibit were omitted and upon at least sixty (60) days written notice, to Licensee’s records and books have been filed separately with the Secretary of the Commission pursuant to the extent necessary Company’s application requesting confidential treatment under Rule 406 of the Securities Act. of each audit, if any, shall be reported in writing to determine both Parties promptly (but in no event later than [***] days) after the accuracy audit and shall be binding on both Parties. In the event there was an error in the amount of such Operating Income (Loss) and Co-Development Net Sales reportedreported by ELAN hereunder, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) if the accuracy effect of Net Sales reported and the basis for royalty and other payments made error resulted in an underpayment to Licensor under this Agreement ARCHEMIX, ELAN shall promptly (but in any event no later than [***] days after ELAN’s receipt of the report so concluding) make payment to ARCHEMIX of the underpayment amount, and (b) if the difference, if any, such reported and paid amounts vary from amounts determined as a result effect of the auditerror resulted in an overpayment to ARCHEMIX, ARCHEMIX shall promptly (but in any event no later than [***] days after ARCHEMIX’ receipt of the report so concluding) make payment to ELAN of the overpayment amount. If ARCHEMIX shall bear the full cost of such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated audit unless such audit discloses an underpayment by greater ELAN of more than ten [***] percent (10[***]%), ) of the fees and expenses aggregate amount of such accountant shall be paid by Licensee; otherwise the fees and expenses ARCHEMIX’ share of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 Operating Income (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees Loss) in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%)any Calendar Year, in which case Licensee ELAN shall ensure that the fees and expenses of reimburse ARCHEMIX for all reasonable costs incurred by ARCHEMIX in connection with such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)audit.

Audit Rights. Licensee shall Subject to the other terms of this Section 13.11.7(b) (Audit Rights), during the Term, at the request of Nurix, which will not be made more frequently than [*], upon at least [*] prior written notice from Nurix, and at the expense of Nurix, Seagen will permit an independent independent, nationally-recognized certified public accountant designated selected by Licensor Nurix and reasonably acceptable to Licensee, Seagen (the “Auditor”) to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreementinspect, during regular business hours hours, the relevant records required to be maintained by Seagen under Section 13.11.7(a) (Records); provided, that such audit right will not apply to records beyond [*] years from the end of the Calendar Year to which they pertain and upon at least sixty that records for a particular period may only be audited once. Prior to its inspection, the Auditor will enter into a confidentiality agreement with both Parties having obligations of confidentiality and non-use no less restrictive than those set forth in Article 16 (60Confidentiality) days written noticeand limiting the disclosure and use of such information by such accountant to authorized representatives of the Parties and the purposes germane to Section 13.11.7(a) (Records). The Auditor will report to Nurix only whether the particular amount being audited was accurate and, if not, the amount of any discrepancy and a reasonable summary of the reason for such discrepancy, and the Auditor will not report any other information to LicenseeNurix. Nurix will treat the results of the Auditor’s review of ▇▇▇▇▇▇’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be Seagen subject to Section 6 the terms of Article 16 (Confidentiality). Licensee In the event such audit leads to the discovery of an underpayment by ▇▇▇▇▇▇, Seagen will, within [*] after receipt of such report from the Auditor, pay Nurix the amount of such underpayment. Nurix shall use commercially pay the full cost of the audit unless the underpayment of amounts due to Nurix is either (i) greater than [*] of the amount due for the entire period being examined, or (ii) such underpayment exceeds [*], in either case (i) or (ii) Seagen shall pay the reasonable efforts cost charged to reserve Nurix by the right Auditor for the performance of such review. Any undisputed overpayments by ▇▇▇▇▇▇ revealed by such an examination will be creditable by ▇▇▇▇▇▇ against future payments owed by ▇▇▇▇▇▇ to conduct audits of its sublicensees Nurix under this Agreement. Seagen will include substantially similar rights as set forth in a comparable manner to this Section 3.2.8 and if requested 13.11.7(b) (Audit Rights) in any sublicense agreement with its Sublicensee; provided, however, that such sublicense agreement may provide that such audit be conducted by Licensor shall appoint Seagen, its Affiliate or an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale auditor designated by Seagen instead of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid an independent auditor designated by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Nurix.

Audit Rights. Licensee RxAMERICA will allow DS to conduct audits of RxAMERICA's current activities or of activities for the period of one year prior to the date of DS's request for an audit or such longer period as may be required by law, including applicable pharmacy regulations, or up to three years prior to the date of DS's request if such request is pursuant to requirements under agreements between DS and Third Party Insurance plans. Such audit may be conducted by DS's employee or agent who is mutually agreed upon by RxAMERICA and DS. RxAMERICA's approval of such employee or agent shall permit not be unreasonably withheld. If an independent public accountant designated audit of RxAMERICA is permitted or required by Licensor an agreement between DS and reasonably acceptable to Licensee, to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of a Third Party Insurance plan for Pharmacy Services rendered by RxAMERICA under this Agreement, during regular business hours and such audit shall be conducted by the Third Party Insurance plan's employee or agent who is agreed upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy by RxAMERICA. RxAMERICA's approval of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an auditemployee or agent shall not be unreasonably withheld. The independent public accountant shall be Third Party Insurance plan representative must sign an agreement to keep all information discovered during the audit confidential and to not disclose any information discovered during the audit to any person or entity other than the Third Party Insurance plan, DS or RxAMERICA or as otherwise required by law. Each of DS and each Third Party Insurance plan is permitted to conduct only one audit in any six (6) month period unless a prior audit has exposed material problems. Any audit conducted under a confidentiality obligation this Article 19 is limited to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor reviewing Pharmacy Services provided by RxAMERICA under this Agreement and to the RxAMERICA Facility's records, pharmacy licenses, registration and operations directly relating to performing Pharmacy Services. Such audits will be conducted at DS's or the Third Party Insurance plan's expense during normal business hours upon at least fourteen (b14) days prior written notice to RxAMERICA and shall not unreasonably interfere with RxAMERICA's normal business operations. RxAMERICA shall retain records that may be audited under this Article 19 for the longer of (i) the difference, if any, such reported period required by applicable laws and paid amounts vary (ii) five years. No person or entity other than DS has a right to obtain payment from amounts determined as a result RxAMERICA under this Agreement on the basis of any information discovered during an audit or on any other basis.. To the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater extent any Third Party Insurance plan desires different terms than ten percent (10%)those outlined above, the fees parties will negotiate in good faith the terms under which RxAMERICA and expenses of DS will implement such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)requests.

Audit Rights. Licensee (a) Zymeworks shall permit have the right during the […***…] period described in Section 6.4.1 to appoint at its expense an independent certified public accountant designated by Licensor and of nationally recognized standing (the “Accounting Firm”) reasonably acceptable to LicenseeCelgene to inspect or audit the relevant records of Celgene and its Related Parties to verify that the amount of such payments were correctly determined. Celgene and its Related Parties shall each make its records available for inspection or audit by the Accounting Firm during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Zymeworks, solely to have access, no verify the payments hereunder were correctly determined. Such inspection or audit right shall not be exercised by Zymeworks more than once in each calendar year during the Term any Calendar Year and no may cover a period ending not more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books […***…] prior to the extent necessary date of such request. All records made available for inspection or audit pursuant to determine the accuracy this Section 6.4.2 shall be deemed to be Confidential Information of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an auditCelgene. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy results of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the differenceeach inspection or audit, if any, such reported and paid amounts vary from amounts determined as shall be binding on both Parties unless a result Party instead chooses to escalate the results to the dispute resolution process described in Section 14.5. If the amount of any payment hereunder was underreported, Celgene shall promptly (but in any event no later than […***…] after Celgene’s receipt of the auditAccounting Firm’s report so concluding) make payment to Zymeworks of the underreported amount. If such examination results in a determination Zymeworks shall bear the full cost of an audit that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner it conducts pursuant to this Section 3.2.8 and if requested 6.4.2 unless such audit discloses an under reporting by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale Celgene of sublicensee are understated by greater more than 10 […***…] percent (10[…***…]%)) of the aggregate amount of the payments hereunder reportable in any Calendar Year, in which case Licensee Celgene shall ensure that reimburse Zymeworks for all costs incurred in connection with such inspection or audit. (b) The Accounting Firm will disclose to Zymeworks only whether the fees Agreement Payments are correct or incorrect and expenses the specific details concerning any discrepancies. No other information will be provided to Zymeworks without the prior consent of Celgene unless disclosure is required by Applicable Laws or judicial order. Celgene is entitled to require the Accounting Firm to execute a reasonable confidentiality agreement prior to commencing any such accountant shall be paid by the sublicenseeaudit. Licensee The Accounting Firm shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee its report and shall be subject findings to Section 6(Confidentiality)Celgene.

Audit Rights. Licensee PDL shall permit have the right to have an independent public accountant designated by Licensor and nationally-recognized accounting firm reasonably acceptable to Licensee, to have access, no more than once in each calendar year during GMN access the Term books and no more than twice during the three (3) calendar years following the expiration or termination records of this Agreement, during regular business hours GMN and upon at least sixty (60) days written notice, to Licensee’s records and books its Affiliates solely to the extent necessary to determine verify GMN’s Fully Burdened Cost described in Section 7.1. Such audit shall be conducted upon at least [****]* advanced written notice to GMN and shall commence on a date reasonably acceptable to both Parties, not to be later than [****]* after PDL’s notice. Such audit shall only be during GMN’s normal business hours. Such audit shall not be more frequent than [****]*, may occur only with respect to the accuracy of Net Sales reportedimmediately preceding [****]*, may not audit less than [****]*, and payments made, by Licensee may not be conducted more than [****]* with respect to Licensor within the three (3) year period immediately preceding such an auditany particular [****]*. The independent public accountant auditing party shall be under required to sign a confidentiality obligation agreement for the benefit of, and in a form reasonably acceptable to, GMN and/or its Affiliates. GMN shall be provided the opportunity to Licensee discuss any discrepancies found during such audit with the auditors prior to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result auditor issuing its final report. The final report shall be shared with both of the auditParties, after PDL has reviewed and discussed the report with its accounting firm. If such examination results in a determination that Net Sales or payments have been misstatedany audit discloses any underpayments by PDL to GMN, over or under paid amounts due shall be paid promptly to then unless contested by PDL within [****]* after receipt of the appropriate Party. If Net Sales are understated by greater than ten percent (10%)necessary documentation of the amount owed, the fees and expenses of such accountant any underpayment shall be paid by Licensee; otherwise PDL to GMN within [****]* of it being so disclosed. If any audit discloses any overpayments by PDL to GMN, then unless contested by GMN within [****]* after receipt of the fees and expenses necessary documentation of such accountant the amount owed, PDL shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve have the right to conduct audits credit the amount of its sublicensees the overpayment together with any interest thereon calculated in a comparable manner accordance with Section 7.3, against subsequent payment due to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees GMN under this Section 3.2.8Agreement or have any such overpayment and interest refunded to it. If any audit discloses any overcharges by GMN in excess of [****]*, such reports GMN shall be deemed Confidential Information pay the costs of Licensee and shall be subject to Section 6(Confidentiality)the accounting firm.

Audit Rights. Licensee CIM and LWP shall permit an independent public accountant designated by Licensor and reasonably acceptable each have the right, upon reasonable written notice to Licenseethe other party, to inspect, or have accessits agent inspect, no more than once subject to such * Certain information on this page has been omitted and filed with the Commission. Confidental treatment has been requested with respect to the omitted portions. confidentiality requirements as may reasonably be imposed by the other party, such other party's books and records and all other documents and material in each calendar year the possession of or under its control with respect to all amounts described in this Agreement at the place or places where such records are normally retained by LWP or CIM, respectively. CIM or LWP or their agents shall have free and full access thereto during normal LWP or CIM business hours for such purposes and shall be permitted to be able to make copies thereof and extracts therefrom. In the Term event that an inspection reveals a discrepancy in the amount of any payments owed CIM or LWP from what was actually paid, LWP or CIM shall promptly pay (or, if applicable, LWP shall cause an Other Partner to promptly pay) such discrepancy. In the event that such discrepancy is in excess of five percent (5%) of the payments due for the period audited, LWP or CIM shall also reimburse the other party, as appropriate (or, if applicable, LWP shall cause an Other Partner to promptly reimburse CIM), for the reasonable costs of performing the audit. All books and no more than twice during the records relative to LWP's, CIM's, or if applicable, an Other Partner's respective obligations hereunder shall be maintained and kept accessible and available to CIM or LWP, respectively, for inspection for at least three (3) calendar years following the expiration or after termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee LWP shall use commercially reasonable efforts to reserve acquire equal or substantially equal audit and inspection rights with Other Partners, particularly those of Other Partners who are allocated Advertising Inventory on General CIM Talk City Joint Content Areas under SECTION 5.3.2(IV) or who possess the right to conduct audits of Advertising Inventory on their own Other Partner Joint Content Areas described in SECTION 5.3.2(III) in the event CIM exercises its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent Other Traffic Partner Option (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentialityas defined below).

Audit Rights. Licensee During each Royalty Term and for a period of [***] thereafter, upon no less than [***] advance written notice to Purchaser from Seller, Purchaser shall permit provide access, during Purchaser’s normal business hours, to its books and records relating to its payment obligations under this Agreement, including without limitation, sales records relating to the applicable Natural Product or Cultured Product, to an independent certified public accountant designated accounting firm appointed by Licensor Seller, at Seller’s own cost and reasonably acceptable to Licenseeexpense, to have access, no verify Purchaser’s compliance with Purchaser’s Royalties and Sublicensing Revenue payment obligations hereunder. Seller and its representatives agree to protect the confidentiality of all information obtained in such inspection pursuant to Section 11.9. Any such audit shall not be more frequently than once in each calendar year any twelve (12) month period. Seller shall promptly provide Purchaser a copy of any report generated during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant If any audit reveals an underpayment of Royalties or Sublicensing Revenue in excess of [***] of the amount due with respect to the period being audited, Purchaser shall be under pay, within [***] of Purchaser’s receipt of a confidentiality obligation to Licensee to disclose to Licensor only report of the audit results (a) the accuracy reasonable, documented costs of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and such audit plus (b) such additional Royalties and Sublicensing Revenue that were payable to Seller at an earlier date but for Purchaser’s reporting error plus (c) interest on such Royalties and Sublicensing Revenue at the differencerate of [***], if anywhichever is lower, from the date such reported and paid amounts vary from amounts determined as a result Royalties or Sublicensing Revenue were originally payable hereunder. In the event that such audit reveals an overpayment of the audit. If Royalties or Sublicensing Revenue by Purchaser, (i) such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due overpayment shall be paid promptly credited against Purchaser’s future Royalty and Sublicensing Revenue payments to the appropriate Partyextent due or (ii) Seller shall promptly refund such overpayment to Purchaser, as elected by Purchaser in writing. If Net Sales are understated Notwithstanding the foregoing, should any Governmental Entity audit Seller and should such audit relate to the Agreement, Purchaser shall provide access, during Purchaser’s normal business hours, to its books and records relating to its payment obligations under this Agreement, including without limitation, sales records relating to the Natural Products and Cultured Products, to an independent certified public accounting firm appointed by greater than ten percent (10%), the fees and expenses of Seller or directly to such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner Governmental Entity even if an audit pursuant to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor3.6 has already occurred in the past twelve (12) months. Seller’s expense, unless the Net Sale exercise of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all its audit reports of sublicensees rights under this Section 3.2.8, 3.6 may not (i) be conducted for any Fiscal Year more than [***] after the end of such reports shall be deemed Confidential Information of Licensee Fiscal Year to which such books and shall be subject to Section 6(Confidentiality)records pertain.

Audit Rights. Licensee (a) Each Party (the “Auditing Party”) shall permit have the right during the […***…] described in Section 6.4.1 to appoint at its expense an independent certified public accountant designated by Licensor and of nationally recognized standing (the “Accounting Firm”) reasonably acceptable to Licenseethe other Party to inspect or audit the relevant records of the other Party (the “Audited Party”) and its Affiliates to verify that the amount of such expenses and payments (“Expenses and Payments”) were correctly determined. The Audited Party and its Related Parties shall each make its records available for inspection or audit by the Accounting Firm during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from the Auditing Party, solely to have access, no verify the expenses and payments hereunder were correctly determined. Such inspection or audit right shall not be exercised by the Auditing Party more than once in each calendar year during the Term any Calendar Year and no may cover a period ending not more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books […***…] prior to the extent necessary date of such request. All records made available for inspection or audit shall be deemed to determine be Confidential Information of the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an auditAudited Party. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy results of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the differenceeach inspection or audit, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to binding on both Parties. The Auditing Party shall bear the appropriate Party. If Net Sales are understated by greater than ten full cost of such audit unless such audit discloses at least a […***…]percent (10[…***…]%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 ) shortfall that exceeds at least […***…] dollars (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%$[…***…]), in which case Licensee shall ensure that the fees Audited Party will bear all reasonable costs and expenses of the audit. The Auditing Party will be entitled to recover any shortfall in payments as determined by such accountant audit. Similarly, if the audit reveals an overpayment, the Audited Party will be entitled to recover such overpayment as determined by such audit as actually received by the Auditing Party. Any underpayment or overpayment as determined under this Section 6.4.2(a) shall be promptly (but in any event no later than […***…] after the Audited Party’s receipt of the Accounting Firm’s report so concluding) paid to the Party entitled to payment hereunder. (b) The Accounting Firm will disclose to the Auditing Party only whether the Expenses and Payments are correct or incorrect and the specific details concerning any discrepancies. No other information will be provided to the Auditing Party without the prior consent of the Audited Party unless disclosure is required by Applicable Laws or judicial order. The Audited Party is entitled to require the sublicenseeAccounting Firm to execute a reasonable confidentiality agreement prior to commencing any such audit. Licensee The Accounting Firm shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee its report and shall be subject findings to Section 6(Confidentiality)the Audited Party.

Audit Rights. Licensee Upon at least thirty (30) days’ written notice, LICENSOR shall permit have the right, through an independent public accountant designated by Licensor and reasonably acceptable to Licenseeindependent, certified accounting firm, to have accessexamine such records and books of account of LICENSEE as are necessary to verify the accuracy of the Usage License Fee and other payments of LICENSEE under this Agreement. Such right may be exercised only once during any twelve (12) month period. Such examination may be performed during normal business hours at LICENSEE’S major place of business or at such other place as may be agreed upon by the LICENSOR and LICENSEE. The accounting firm may make abstracts or copies of such books of account solely for its use in performing the examination. LICENSOR will require, no prior to any such examination, such accounting firm to agree in writing that such firm will maintain all information, abstracts, and copies acquired during such examination in strict confidence and will not make any use of such material other than to confirm to LICENSOR the accuracy of LICENSEE payments hereunder. If an inspection of LICENSEE’S records by the accountant of LICENSOR shows that LICENSEE has paid more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of required under this Agreement, during regular business hours any excess amounts will, at LICENSEE’S option, be promptly refunded or credited against future Usage License Fees. If an inspection of LICENSEE’S records by the accountant of LICENSOR shows that LICENSEE shows an under-reporting or underpayment by LICENSEE of any amount to LICENSOR, by more than one percent (1%) and upon less than five percent (5%) for any twelve (12) month period, any excess amounts will, at least sixty LICENSOR’s option, be promptly paid or debited against future Usage License Fees. However, if an inspection of LICENSEE’S records shows an under-reporting or underpayment by LICENSEE of any amount to LICENSOR, by more than five percent (605%) for any twelve (12) month period, then LICENSEE will reimburse LICENSOR for the reasonable cost of the inspection as well as pay to LICENSOR any amount found due within thirty (30) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result receipt of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)inspection.

Audit Rights. Licensee shall permit Each Party, through an independent independent, internationally recognized certified public accountant designated by Licensor and reasonably acceptable to Licenseethe other Party (such acceptability not to be unreasonably withheld), shall have the right to have access, no more than once in each calendar year during access and audit the Term other Party’s relevant books and no more than twice during records for the three (3) calendar years following the expiration or termination sole purpose of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported with respect to Licensor’s right to audit, verifying Licensee’s milestone and the basis for royalty and other payments made to Licensor due under this Agreement and the calculation of Net Sales upon which such milestone and royalty payments are calculated and verifying the Supply Price charged by Licensee pursuant to Article 7.2 (if applicable), and (b) the differencewith respect to Licensee’s right to audit, if anyapplicable, verifying the Supply Price charged by Licensor pursuant to Article 7.1; such reported access shall be conducted after reasonable prior notice by the auditing Party to the audited Party during the audited Party’s ordinary business hours, shall not be more frequent than once during any calendar year. Such accountant shall execute a confidentiality agreement with the audited Party in customary form and shall only disclose to the auditing Party whether, in the case of Licensor as the auditing Party, Licensee paid amounts vary from amounts determined Licensor the correct milestone and royalty payments due under this Agreement during the audit period and (if applicable) Licensee charged the correct Supply Price during the audit period and, in the case of Licensee as a result the auditing Party, Licensor charged the correct Supply Price during the audit period and if not, any information necessary to explain the source of the auditdiscrepancy. If such examination results in audit determines that the audited Party underpaid any amount properly due and such determination is not subject to a determination good faith dispute, then the audited Party shall promptly pay the other Party an amount equal to such underpayment. If such audit determines that Net Sales or payments have been misstatedthe audited Party overpaid the other Party, over or under paid amounts due then the other Party shall be paid promptly issue a refund to the appropriate audited Party in the amount of such overpayment. The auditing Party shall bear the full cost of such audit unless such audit discloses (i) in the case of Licensor as the auditing Party. If Net Sales are understated , an underpayment of milestones or royalties by greater Licensee of more than ten five percent (105%)) of the amount due for the audited period, or (ii) in the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information case of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve as the right to conduct audits auditing party, an overcharge of its sublicensees in a comparable manner to this Section 3.2.8 and if requested the Supply Price by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater more than 10 five percent (105%)) of the amount due for the audited period, in which case Licensee the audited Party shall ensure that bear the fees and expenses full cost of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)audit.

Audit Rights. Licensee 3.3.1 Westaim will keep and maintain proper and complete records and books of account in such form and detail as is necessary for the determination of the Fully Allocated Cost of Goods. Westaim shall permit an independent public accountant designated by Licensor and reasonably acceptable to Licensee, to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours and upon at least sixty fifteen (6015) days written noticeprior notice from S&N make those records available for audit by a nationally recognized accounting firm designated by S&N (except one to which Westaim shall have objection, to Licensee’s records and books to acting reasonably) for the extent necessary to determine the accuracy of Net Sales reportedsole purpose of, and payments madeWestaim will only be required to disclose information related to, verifying the Fully Allocated Cost of Goods and the correctness of calculations and classifications in respect thereof. Westaim shall preserve such records made in any calendar year for a period of seven (7) years following the close of that calendar year. In the event that such audit discloses that the actual amount of Fully Allocated Cost of Goods are less than the amount paid by Licensee S&N to Licensor within Westaim pursuant to this Article 3, then Westaim shall promptly reimburse to S&N such overpayment. In the three (event that such audit discloses that the actual amount of Fully Allocated Cost of Goods payable by S&N to Westaim are greater than the amount paid by S&N to Westaim pursuant to this Article 3) year period immediately preceding , then S&N shall promptly pay to Westaim such an underpayment based on the results disclosed by such audit. The independent public accountant cost of such audit shall be under borne by S&N unless such audit discloses that Fully Allocated Cost of Goods is less by [***] or more than the amount paid by S&N to Westaim pursuant to this Article 3 or such audit discloses that Fully Allocated Cost of Goods is more than the amount paid by S&N to Westaim pursuant to this Article 3, in which case Westaim shall be responsible for payment of all reasonable costs of such audit to a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result maximum of the amount of any underpayment by S&N to Westaim due to an incorrect calculation of Fully Allocated Cost of Goods and S&N shall be responsible for payment of all other costs of such audit. If such examination results in a determination that Net Sales or payments Notwithstanding the foregoing, S&N shall not have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits more than once, for the same purpose, an audit of its sublicensees in the same information, books and records, whether under this Agreement or the License and Development Agreement; provided, however, that if any such audit discloses that the actual Fully Allocated Cost of Goods was calculated incorrectly such that a comparable manner reimbursement by Westaim is required pursuant to this Section 3.2.8 3.3.1, then S&N shall have a further right to audit the same information, books and if requested records for the same purpose until such time as no further errors are found. 3.3.2 S&N will keep and maintain proper and complete records and books of account in such form and detail as is necessary for the determination of the Net Sales amounts payable by Licensor S&N to Westaim under this Agreement. S&N shall appoint an independent public accountant once in each calendar year during normal business hours upon fifteen (15) days prior notice from Westaim make those records available for audit by a nationally recognized accounting firm designated by Westaim (except one to conduct which S&N shall have objection, acting reasonably) for the sole purpose of, and S&N will only be required to disclose information related to, verifying such Net Sales and deductions therefrom and the correctness of calculations and classifications in respect thereof. S&N shall preserve such records made in any calendar year for a period of seven (7) years following the close of that calendar year. In the event that such audit discloses that the actual Net Sales amounts for Products are greater than the Net Sales amounts reported by S&N to Westaim pursuant to this Article 3 for purposes of calculating the purchase price payable by S&N to Westaim for Products, then S&N shall pay to Westaim any additional purchase price for Products based on the results disclosed by such audit, at Licensor’s expense, unless . In the event that such audit discloses that the actual Net Sales amounts for Products are less than the Net Sale Sales amounts reported by S&N to Westaim pursuant to this Article 3, then Westaim shall reimburse S&N for any such overpayment of sublicensee the purchase price for Products based on the results disclosed by such audit. The cost of such audit shall be borne by Westaim unless such audit discloses that the actual Net Sales amounts for Products are understated greater by greater [***] or more than 10 percent (10%)the Net Sales amounts reported by S&N to Westaim pursuant to this Article 3 or such audit discloses that the Net Sales for Products are less than the Net Sales reported by S&N to Westaim pursuant to this Article 3, in which case Licensee cases S&N shall ensure be responsible for payment of all reasonable costs of such audit to a maximum of the amount of any overpayment by S&N to Westaim due to an incorrect calculation of Net Sales and Westaim shall be responsible for payment of all other costs of such audit. Notwithstanding the foregoing, Westaim shall not have the right to conduct more than once, for the same purpose, an audit of the same information, books and records, whether under this Agreement or the License and Development Agreement; provided, however, that if any such audit discloses that the fees and expenses of actual Net Sales was calculated incorrectly such accountant shall be paid that a payment by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under S&N is required pursuant to this Section 3.2.83.3.2, then Westaim shall have a further right to audit the same information, books and records for the same purpose until such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)time as no further errors are found.

Audit Rights. Licensee (a) ROCHE shall permit keep, and shall require its Affiliates and Sublicensees to keep, for [***] ([***]) years, full, true and accurate books of account containing all particulars that may be necessary for the purpose of calculating all royalties and all other amounts payable under this Agreement. Such books of accounts shall be kept at ROCHE’s or the relevant Affiliate’s or Sublicensee’s principal place of business. At the expense of SYNTA, SYNTA has the right to engage an independent independent, certified public accountant designated by Licensor and reasonably acceptable to Licenseeboth Parties to perform, on behalf of SYNTA, an audit of such books and records of ROCHE and its Affiliates and Sublicensees, that are deemed necessary by such accountant to have access, no more than once in each calendar year during report on Net Sales of Licensed Products for the Term period or periods requested by SYNTA and no more than twice during the three (3) calendar years following the expiration correctness of any report or termination of payments made under this Agreement. Such accountant shall not have the authority to interpret this Agreement. (b) Upon timely request and at least [***] ([***]) days prior written notice from SYNTA, such audit shall be conducted in the countries specifically requested by SYNTA, during regular business hours in such a manner as to not unnecessarily interfere with ROCHE’s normal business activities, and upon at least sixty shall be limited to results in the [***] (60[***]) days written noticecalendar years prior to audit notification. (c) Such audit shall not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of time. (d) All information, data and documents herein referred to Licensee’s records and books shall be used only for the purpose of verifying royalty statements, shall be treated as ROCHE Confidential Information subject to the extent necessary to determine the accuracy obligations of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and need neither be retained more than the longer of one (b1) the differenceyear after completion of an audit hereof, if any, such reported and paid amounts vary an audit has been requested; nor more than [***] ([***]) years from amounts determined as a result the end of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due calendar year to which each shall pertain; nor more than [***] ([***])[***] after the date of termination of this Agreement. (e) The final audit report shall be paid promptly to the appropriate Party. If Net Sales are understated shared by greater than ten percent (10%), the fees ROCHE and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)SYNTA.

Audit Rights. Licensee Without derogating from the above, the Purchaser shall permit an independent public accountant designated by Licensor maintain accurate records with respect to the sales of Products, the Sales Proceeds, the Sublicense Transactions and reasonably acceptable to Licensee, to have access, no the Sublicense Proceeds. Not more than once in each calendar year during a year, the Term and no more than twice during Purchaser shall provide to the three (3) calendar years following Escrow and/or other auditor designated by the expiration or termination of this AgreementSellers, at Sellers sole discretion, sufficient access, during regular normal business hours and upon at least sixty (60) days written noticehours, to Licensee’s records and books the Company's and/or to the extent necessary Purchaser's (as applicable) facilities, personnel and records relating to determine the accuracy sales of Net Products, the Sales reportedProceeds, the Sublicense Transactions and payments madethe Sublicense Proceeds, by Licensee to Licensor within verify the three (3) year period immediately preceding such an auditPurchaser’s compliance with its obligation to pay the Sales Consideration and/or the Sublicense Consideration due to the Sellers. The independent public accountant Escrow or auditor shall execute a confidentially undertaking towards the Purchaser as customary. The aforesaid audits shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the differenceconducted at Sellers’ expense. If, if any, such reported and paid amounts vary from amounts determined as a result of any audit, the auditauditor determines that the Purchaser has underpaid the Sellers, the Purchaser shall promptly pay to the Sellers the delinquent amount, plus annual interest at a rate of 12 month Libor + 8% calculated from the date the delinquent amount became due until the date of actual payment to the Sellers. If such examination results in a determination that Net Sales the audit shows an underpayment, and the Purchaser contests part or payments have been misstatedall of the findings, over or under paid amounts due the uncontested part shall be paid promptly to without delay and the appropriate Partycontested sums shall be resolved between the auditors of the Purchaser and the auditor or Escrow on behalf of the Sellers. If Net Sales are understated by greater than ten percent (10%)the audit discovers an overpayment, the fees overpayment shall be deemed on account of future Sales Proceeds, and the Sublicense Proceeds that become due. If any audit reveals an underpayment, during any audit period, exceeding 10% of the Sales Consideration and/or the Sublicense Consideration due during such period, the Purchaser shall reimburse the Seller, notwithstanding the above, for the reasonable costs and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality).

Audit Rights. Licensee (a) Upon reasonable advance written notice from the Acting Holders provided to Parent not less than forty-five (45) days in advance (such request not to be made more than once in any twelve (12) month period), Parent shall permit an independent certified public accountant designated accounting firm of nationally recognized standing selected by Licensor such Acting Holders and reasonably acceptable to Licensee, Parent (the “Independent Accountant”) to have access, no more than once in each calendar year access at reasonable times during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent books and records of Parent and the Parent Affiliates as may be reasonably necessary to determine the accuracy evaluate and verify Parent’s calculation of Net Sales reported, and payments made, by Licensee to Licensor within for purposes of the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy achievement of Net Sales reported Milestone 4 and the basis for royalty and other payments made to Licensor under this Agreement and (b) the differenceMilestone 1 Amount, if any, hereunder; provided, that, (x) such reported Acting Holders (and paid amounts vary from amounts determined as a result the Independent Accountant) shall enter into customary confidentiality agreements reasonably satisfactory to Parent no less stringent than the confidentiality obligations of the auditparties under this Agreement with respect thereto with respect to the Confidential Information of Parent or the Parent Affiliates to be furnished pursuant to this Section 4.5, which confidentiality agreements shall not prohibit the Acting Holders from communicating any such information with the Holders who have a need to know such information; provided, that, any such recipients are subject to confidentiality obligations no less stringent than the confidentiality obligations of the parties under this Agreement with respect thereto, and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of the Parent Affiliates; provided that Parent may, and may cause the Parent Affiliates to, redact documents and information not relevant for such calculation pursuant to this Section 4.5(a). If The decision of such examination results Independent Accountant shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such Independent Accountant with such access to the records of the acquiring party in a determination that Net Sales or payments have been misstated, over or under paid amounts due such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The fees charged by the Independent Accountant shall be paid promptly to by the appropriate Party. If Acting Holders; provided, however, that, if the Independent Accountant concludes that Parent has underreported or underpaid Parent’s calculation of Net Sales are understated and the payment of the Milestone 1 Amount by greater more than ten five percent (105%), the fees and expenses of charged by such accountant Independent Accountant shall be paid by Licensee; otherwise Parent. (b) If, in accordance with the fees procedures set forth in Section 4.5(a), the Independent Accountant concludes that Milestone 1 Amount or Milestone 4 Amount should have been paid but was not paid when due, Parent shall promptly, and expenses in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report and in no event later than December 31 of the Calendar Year that includes such accountant shall be paid by Licensor. All matters reviewed by delivery date, pay each Holder such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject Milestone 1 Amount or the Milestone 4 Amount, as applicable, pursuant to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality2.4(a).

Audit Rights. Licensee 3.11.1. DuPont shall permit an independent public accountant designated by Licensor and reasonably acceptable have the right, upon fifteen (15) days notice to LicenseeBioamber, to audit during regular business hours, those records deemed by the auditor to be reasonably necessary to audit to completion Bioamber’s performance under, and compliance with, this Agreement and to verify the payments accrued, made, or to be made, and the accuracy of any reports provided hereunder. During such examination, the auditor’s right to examine includes without limitation those records required to maintained pursuant to Section 3.10, as well as production and shipping logs and meeting notes and memoranda. 3.11.2. The auditor shall have accessthe right, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreementreasonable notice to Bioamber, to interview, during regular business hours and upon at least sixty (60) days written noticehours, Bioamber’s employees or contractors who may have access to Licensee’s records and books information deemed by the auditor to the extent be reasonably necessary to determine audit to completion Bioamber’s performance under, and compliance with, this Agreement and to verify the payments accrued, made, or to be made, and the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an auditany reports provided hereunder. 3.11.3. The independent public accountant auditor shall be required to agree to terms of confidentiality consistent with this Agreement with respect to any confidential information it receives, provided that such agreement shall not prohibit the reporting to DuPont of any finding under a confidentiality obligation the Audit. Bioamber shall require any sublicensees of the rights granted in Sections 2.1.1 and 2.1.2 to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor maintain such records as are required under this Agreement Agreement. Bioamber shall require any such sublicensees to allow DuPont to exercise the examination and (b) interview rights granted hereunder with respect to any such sublicensee. . 3.11.4. Such examination and/or interviews shall not take place more often than once a year, nor cover any records or information that date prior to the differencedate of the last such examination/interview. 3.11.5. In the event the report demonstrates that Bioamber has underpaid any amount contemplated hereunder, if anyBioamber shall promptly pay such amount together with interest calculated pursuant to Section 3.9. 3.11.6. If any such audit reveals that Bioamber has underpaid DuPont by [***] of the amount that was due DuPont, such reported and paid amounts vary from amounts determined as a result of Bioamber shall reimburse DuPont’s expenses incurred in conducting the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due Such reimbursement shall be paid promptly due as of the date DuPont notifies Bioamber of the shortage causes the reimburse obligation to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)arise.

Audit Rights. Licensee Within ninety (90) days after receipt of any Landlord's Expense Statement or Landlord's Tax Statement, Tenant shall permit an independent have the right to audit, at Landlord's office located in the San Francisco Bay Area, at Tenant's expense, Landlord's accounts and records relating to Expenses and Real Estate Taxes. Such audit shall be conducted by a certified public accountant designated approved by Licensor and reasonably acceptable to LicenseeLandlord, to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant which approval shall not be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the auditunreasonably withheld. If such examination results audit reveals that Landlord has overcharged Tenant, Tenant shall notify Landlord within one hundred twenty (120) days after the date the applicable Landlord's Expense Statement or Landlord's Tax Statement was received by Tenant. Landlord may dispute such audit by arbitration pursuant to Paragraph 41 [Arbitration of Disputes]. If Landlord does not dispute such amount, or if Tenant prevails in a determination that Net Sales or payments have been misstatedany such arbitration, over or under paid amounts due the amount overcharged shall be paid promptly to Tenant within thirty (30) days thereafter, together with interest thereon at the appropriate PartyInterest Rate, from the date Landlord's Expense Statement or Landlord's Tax Statement, as applicable, was delivered to Tenant until payment of the overcharge is made to Tenant. If Net Sales are understated In addition, if Landlord's Expense Statement or Landlord's Tax Statement, as applicable, exceeds the actual Expenses and Real Estate Taxes which should have been charged to Tenant by greater more than ten five percent (105%), the fees and expenses cost of such accountant the audit, up to a maximum cost of Ten Thousand Dollars ($10,000), shall be paid by Licensee; otherwise the fees and expenses of Landlord. If Tenant fails to object to any Landlord's Expense Statement or Landlord's Tax Statement within one hundred twenty (120) days after receipt thereof, such accountant statement shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee final and shall not be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such any audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)challenge or adjustment.

Audit Rights. Licensee (a) Until the earlier of achievement of the Net Sales Milestone or the expiration of the Milestone Period, upon reasonable advance written notice from the Holder Representative, Parent shall permit an independent certified public accountant designated accounting firm of nationally recognized standing mutually agreed by Licensor the Holder Representative and reasonably acceptable to Licensee, Parent (the “Independent Accountant”) to have access, no more than once in each calendar year access at reasonable times during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours to the books and upon at least sixty records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of the Net Sales Milestone hereunder; provided that (60i) days written noticesuch Holder Representative (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.03 and (ii) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The Independent Accountant will keep all books and records of Parent and its Affiliates strictly confidential, and will provide only a report of the results of its findings to Licensee’s records and books Holder Representative. The reasonable, documented, out-of-pocket fees charged by such accounting firm (to the extent necessary to determine consistent with a previously agreed budget at the accuracy time of Net Sales reported, and payments made, engagement by Licensee to Licensor within such Independent Accountant) shall be borne by the three (3) year period immediately preceding such an auditHolder Representative. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee Independent Accountant shall provide Licensor Parent with a copy of all audit reports disclosures made to the Holder Representative. The decision of sublicensees under this Section 3.2.8, such reports accounting firm shall be deemed Confidential Information of Licensee final, conclusive and binding on Parent, Holder Representative and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. The audit rights set forth in this Section 6(Confidentiality4.03(a) may not be exercised by the Holder Representative more than once; provided however, that if the Independent Accountant determines in its audit that the actual amount of Net Sales as of the date the Independent Accountant began its audit pursuant to this Section 4.03(a) is more than 10% greater than the amount Parent calculated Net Sales to be as of such date, the Holder Representative may exercise these audit rights a second time no sooner than 12 months after the completion of the first audit. (b) If, in accordance with the procedures set forth in Section 4.03(a), the Independent Accountant concludes that the Net Sales Milestone should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder the applicable portion of the Net Sales Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone should have been paid, as applicable, to the date of actual payment, as applicable; provided that, for clarity, such adjusted Net Sales Milestone Amount shall otherwise be paid pursuant to the procedures set forth in Section 2.04.

Audit Rights. Licensee Irvine shall permit an independent public accountant designated by Licensor and reasonably acceptable have the right from time to Licenseetime, to have access, but no more frequently than once in each calendar year during the Term and no more every twelve (12) months, upon not less than twice during the three (3) calendar years following the expiration or termination of this Agreementbusiness days prior notice, during regular normal business hours and upon at least sixty (60) days written noticehours, to Licensee’s undertake such inspections and/or audits of FirstWorld's books and records as Irvine may deem necessary or appropriate to audit FirstWorld's Gross Revenue, Adjusted Gross Revenue, Adjusted Gross Combined Revenue, Basic Percentage Rent and/or Bonus Percentage Rent, and books any all revenues and expenses of FirstWorld related thereto, including records of FirstWorld's affiliated, subsidiary or parent entities to the extent necessary to determine understand any inter-company accounts shown on the accuracy books and records of Net Sales reported, and payments made, by Licensee FirstWorld which would be relevant to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If it is ultimately determined in connection with any such examination results audit that FirstWorld has underpaid its Rent by more than *** ( *** ) percent, then FirstWorld shall reimburse Irvine upon demand for Irvine's costs incurred in a determination that Net Sales or payments conducting such audit. Irvine shall have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits copy such books and records in connection with such audit, provided, however, that Irvine hereby agrees that all information obtained by Irvine in conducting any such audit shall constitute Pre-Authorized Confidential Information, provided that the same may be disclosed to the extent necessary: to enable Irvine to enforce its rights hereunder; or to enable the review of such books and records by auditors and accountants retained by Irvine in connection with such audit who will also treat such information as Confidential Information. FirstWorld agrees to maintain good and accurate books and records, and to maintain its sublicensees accounting in a comparable manner accordance with generally accepted accounting principles consistently applied. Any audit to be undertaken by Irvine with regard to any Fiscal Year, or any calendar quarter within such Fiscal Year, pursuant to this Section 3.2.8 4.4, shall be undertaken not later than *** ( *** ) months following FirstWorld's delivery to Irvine of FirstWorld's calculation of its Adjusted Gross Revenue and Adjusted Gross Combined Revenue for such fiscal year pursuant to Section 4.3.2, above, and if requested by Licensor Irvine does not commence any such audit within such *** ( *** ) month period, Irvine shall appoint conclusively be deemed to have waived its right to an independent public accountant audit with respect to conduct such Fiscal Year, and any calendar quarter within any such Fiscal Year, and shall thereafter be precluded from bringing any legal action or arbitration to compel an audit for such Fiscal Year, or any calendar quarter during such Fiscal Year, or to recover any amounts unpaid for such Fiscal Year or any calendar quarter during such Fiscal Year. If any such audit discloses that FirstWorld has underpaid its Rent, and FirstWorld disputes the results of such audit, at Licensor’s expensethen, unless to the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure extent that the fees and expenses Parties cannot resolve such dispute between themselves within a reasonable period of time, either Party may require such accountant shall dispute to be paid resolved by arbitration in accordance with the sublicenseeprovisions of Article 20. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality).------------------------- *** CONFIDENTIAL TREATMENT REQUESTED ADDITIONAL PAYMENTS BY FIRSTWORLD; IMPOSITIONS

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor Symantec may audit Your use of the Licensed Software and reasonably acceptable Maintenance to Licenseeverify that Your usage complies with applicable Entitlement Confirmation(s), to have accessincluding without limitation through collection and use of Collected Data, no self-certifications, on-site audits and/or audits done using a third party auditor. An audit will be done upon reasonable notice and during normal business hours, but not more often than once in each calendar year unless a material discrepancy was identified during the Term and no more than twice during course of a prior review. You agree to implement internal safeguards to prevent any unauthorized copying, distribution, installation, or use of, or access to, the three (3) calendar years following the expiration or termination of Licensed Software. You further agree to keep records sufficient to certify Your compliance with this License Agreement, during regular business hours and, upon request of Symantec, provide and certify metrics and/or reports based upon at least sixty (60) days written notice, to Licensee’s such records and books accounting for both numbers of copies (by product and version) and network architectures as they may reasonably relate to Your licensing and deployment of the extent necessary Licensed Software. If Your usage of the Licensed Software or Maintenance is not compliant, You will promptly submit an order within thirty (30) days, at Manufacturer’s Suggested Reseller Price (MSRP), or as mutually agreed upon with Symantec, applicable to determine Your use of the accuracy Licensed Software or Maintenance in excess of Net Sales reportedYour entitlement rights including, but not limited to software license fees , new and lapsed Maintenance fees, and payments madereinstatement costs. Lapsed Maintenance or excess subscription fees will be calculated at a minimum of one (1) year, by Licensee to Licensor within the three (3) year period immediately preceding such unless an auditaccurate calculation can be determined. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve Symantec reserves the right to conduct audits charge interest at the rate of its sublicensees in a comparable manner to this Section 3.2.8 one and if requested one- half percent (1½%) per month or the highest interest rate allowed by Licensor law, whichever is lower, from the date on which such amount became due. Symantec shall appoint an independent public accountant to conduct bear the costs of any such audit, at Licensor’s expense, unless except where the Net Sale audit demonstrates that the MSRP value of sublicensee are understated by greater than 10 Your non-compliant usage exceeds five percent (105%)) of the MSRP value of Your compliant deployments. In such case, in which case Licensee addition to purchasing appropriate licenses and Maintenance for any over-deployed Licensed Software, You shall ensure that reimburse Symantec for the fees and expenses of such accountant shall be paid by costs for the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)audit.

Audit Rights. Licensee 23.1 During the Term and for one (1) year thereafter, PLK shall be entitled to inspect, and make copies, during normal business hours upon three (3) Business Days’ notice (and without giving notice in the case of emergency or suspecting malfeasance) any records and books of Master Franchisee and Master Franchisee must timely make all such books and records available to PLK at PLK’s request and deliver any copies of such books and records at PLK’s request. PLK shall not exercise this inspection right more frequently than three (3) times during any year. Master Franchisee must permit a representative of PLK to enter its offices and any training facility during normal business hours and without prior notice. PLK shall exercise commercially reasonable efforts to minimize disruption to the normal operation of Master Franchisee’s business. 23.2 PLK may, on reasonable notice and with such professional assistance as PLK may require, conduct an independent public accountant designated annual audit at its expense during each calendar year to ensure that Master Franchisee is complying with the Global Marketing Policy and providing the Services in accordance with this Agreement. Master Franchisee must cooperate in the conduct of any such audit, including by Licensor complying with its obligations under clause 23.1 and promptly and fully answering any questions and providing any information reasonably acceptable required by PLK. CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. 23.3 PLK may from time to Licensee, to have access, no time (but not more than once in each calendar year during any 12-month period unless it reasonably believes the Term and no more than twice during circumstances warrant otherwise) require that an audit or review of the three (3) calendar years following business affairs of any member of the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reportedChina Group is carried out, and payments madeshall in such case, by Licensee be entitled to Licensor within the three (3) year period immediately preceding designate an individual as PLK’s representative to carry out such an auditaudit or review on its behalf and at its sole cost and expense. The independent public accountant PLK’s representative shall be under a confidentiality obligation to Licensee to disclose to Licensor only entitled to: (a) visit and inspect any premises of the accuracy China Group and to discuss the affairs, finances and accounts of Net Sales reported the China Group with its officers and the basis for royalty and other payments made to Licensor under this Agreement and directors; (b) access, examine and retain copies (at PLK’s sole cost and expense) of any books, records, accounts or other documents and information relating to the difference, if any, such reported and paid amounts vary from amounts determined as a result affairs of the audit. If China Group; provided that such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly done during normal business hours without disruption to the appropriate Party. If Net Sales are understated by greater than ten percent business of the China Group and with reasonable prior notice; and (10%), c) such access and cooperation from each member of the fees and expenses China Group as may be reasonable under the circumstances to facilitate the carrying out of such accountant audit or review. 23.4 The Shareholder shall, and shall procure that each other member of the China Group shall, reasonably cooperate with PLK and provide PLK and/or its representatives and consultants with all documents, information, assistance (including reasonable access to the officers and employees of the Shareholder and each other member of the China Group but subject to legal privilege protection) in connection with any ethics or compliance investigations or audits relating to compliance with the Anti-Corruption Laws and/or other laws. 23.5 The Shareholder shall provide PLK with copies of the following information in accordance with the Accounting Principles: (a) monthly unaudited consolidated revenue and gross profit reports of the China Group within thirty (30) Business Days after the respective month end; (b) quarterly unaudited consolidated balance sheets and cash flow statements of the China Group within thirty (30) Business Days after the respective quarter end; (c) audited annual consolidated financial statements of the China Group (copying with all relevant legal requirements) which shall be paid by Licensee; otherwise the fees prepared and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid reported on by the sublicensee. Licensee shall provide Licensor with auditors of the Shareholder within a copy reasonable time and in any event within five (5) months after the end of the Financial Year in question; and (d) an itemized revenue and capital budget for each Financial Year covering each member of the China Group and showing proposed trading and cash flow figures, m▇▇▇▇▇▇ levels and all audit reports of sublicensees under this Section 3.2.8material proposed acquisitions, such reports shall be deemed Confidential Information of Licensee disposals and shall be subject to Section 6(Confidentiality)other commitments for that Financial Year.

Audit Rights. Licensee Upon at least thirty (30) days prior written notice from Mallinckrodt and not more than twice in each calendar year, Neuromed shall permit permit, and shall require its Affiliates to permit, an independent certified public accountant designated accounting firm of nationally recognized standing, selected by Licensor Mallinckrodt and reasonably acceptable to LicenseeNeuromed, to have access, no more than once in each calendar year access during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours and upon at least sixty (60) days written noticethe audited party’s principal place of business, to Licensee’s such books of account and records of any audited party as may be reasonably necessary to verify the accuracy of the invoices provided by Neuromed under either Section 2.3 or Section 3.6 for any period of time ending not more than twenty four (24) months prior to the date of such request. If an audit pursuant to this Section 5 establishes that Neuromed overcharged Mallinckrodt for Development Costs or fees for Transition Services, then Neuromed shall promptly (and, in any event, no less than ten (10) Business Days after the accounting firm has notified both Neuromed and books Mallinckrodt in writing of the nature and amount of any overcharge) remit to Mallinckrodt the amount of such overcharge (to the extent necessary such overcharged amount had been paid by Mallinckrodt to determine Neuromed) plus interest (at the accuracy prime rate plus 2% as published in the Wall Street Journal at the end of Net Sales reported, and payments the month preceding the month in which such repayment is to be made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit). The independent public accountant shall be under a confidentiality obligation fees charged by such accounting firm in connection with any audit pursuant to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant Section 5 shall be paid by Licensee; otherwise Mallinckrodt, provided, however, that such an audit establishes an overcharge by Neuromed that is more than five percent (5%) of the total amounts of Development Costs or Transition Services Fees actually due to Neuromed under this Agreement for the period being audited, then Neuromed shall pay the reasonable fees and expenses charged by such accounting firm in connection with such audit. Mallinckrodt shall treat all financial information subject to review under this Section as the Proprietary Information of Neuromed and its Affiliates, and shall cause its accounting firm to retain all such accountant financial information in confidence. In addition, Mallinckrodt’s accounting firm shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject required to Section 6 (Confidentiality). Licensee shall use commercially execute a reasonable efforts confidentiality agreement prior to reserve the right to conduct audits of its sublicensees in a comparable manner commencing any audit pursuant to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)5.

Audit Rights. 16*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (i) Licensor or its representative shall have the right to annually audit Licensee’s, its Affiliates’ and its Sublicensees’ records as set forth in this Section 6.9 . Licensee shall permit an independent public accountant designated by Licensor and reasonably acceptable or its representative to have access during normal business hours to such records of Licensee, its Affiliates and its Sublicensees as may be reasonably necessary to have access, no verify the accuracy of the royalty reports hereunder for any Semester during a Marketing Year ending not more than once in each calendar one (1) year prior to the date of such request, provided that if Licenseee or its Sublicensee as defined herein restates any of its financial statements, or if there are any financial irregularities reported, or if during the Term audit of Licensee’s records under this Section 6.9(b)(i) material discrepencies are found with regard to royalties owed to Licensor, Licensor shall be able to audit the Licensee’s or Sublicensee’s records for most recently ended Marketing Year and no any Marketing Year ending not more than twice during the three (3) years prior thereto. Annual audits can take place no more often than once per each calendar years following year. Notice of Licensor’s intent to conduct an audit must be provided within 30 days of the expiration later of: (i) Licensor’s receipt of the periodic royalty report reflecting full yearly sales of Licensed Product or termination (ii) Licensee’s filing of its official report in accordance with the Hong Kong Stock Exchange regulations. Except as otherwise provided in Section 6.9(b)(ii), each Party shall be responsible for its own costs and expenses relating to any audit conducted under this AgreementSection 6.9(b)(i). Licensee shall cause its Affiliates and Sublicensees to agree to make their records available for audit by Licensor or its representative as set forth in this Section 6.9. (ii) If any audit conducted by Licensor or its representative shows an underpayment of royalties to Licensor, during regular business hours and upon at least sixty Licensee shall remit to Licensor the amount of such underpayment within thirty (6030) days written noticeafter its receipt of Licensor’s request therefor. If an underpayment in royalties exceeds five percent (5%) of the total amount owed for the period then being audited, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reportedLicensee shall be responsible, and payments madepromptly shall reimburse Licensor, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of Licensor’s reasonable out-of-pocket costs for conducting the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested any audit conducted by Licensor shall appoint or its representative shows an independent public accountant overpayment of royalties to conduct such auditLicensor, then at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8option, such reports overpayment shall either be deemed Confidential Information of refunded to Licensee and shall promptly or be subject to Section 6(Confidentiality)credited against amounts payable by Licensee in subsequent Semesters.

Audit Rights. Licensee Alizyme shall permit have the right to have an independent public accountant designated by Licensor and third party nationally-recognized accounting firm reasonably acceptable to LicenseePrometheus access the books and records of Prometheus, its Affiliates and Sublicensees solely *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books omitted portions. to the extent necessary to determine verify the accuracy of Net Sales reportedthe reports and payments made hereunder. Such audit shall be conducted upon at least [***] advanced written notice to Prometheus and shall commence on a date reasonably acceptable to both Parties, not to be later than [***] after Alizyme's notice. Such audit shall only be during Prometheus' normal business hours. [***]. The auditing party shall be required to sign a confidentiality agreement for the benefit of, and payments madein a form reasonably acceptable to, Prometheus. Prometheus shall be provided the opportunity to discuss any discrepancies found during such audit with the auditors prior to such auditor issuing its final report. In addition, the auditors shall redact any confidential information disclosed in the proposed final report identified by Licensee to Licensor within Prometheus as confidential and not necessary for purposes of calculating the three (3) year period immediately preceding such an auditRoyalty or Alizyme Trademark and Know-How Usage Fee owed. The independent public accountant final report shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result shared with both of the auditParties. If such examination results any audit discloses any underpayments by Prometheus to Alizyme, then unless contested by Prometheus within [***] after receipt of the necessary documentation of the amount owed, any underpayment, together with any interest thereon calculated in a determination that Net Sales or payments have been misstatedaccordance with Section 4.9 from the date of the underpayment, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise Prometheus to Alizyme within [***] of it being so disclosed. If any audit discloses any overpayments by Prometheus to Alizyme, then unless contested by Alizyme within [***] after receipt of the fees necessary documentation of the amount owed, Prometheus shall have the right to credit the amount of the overpayment against each subsequent quarterly payment due to Alizyme until the overpayment has been fully applied. If the overpayment is not fully applied prior to the final quarterly payment of Royalties or Alizyme Trademark and expenses Know-How Usage Fee due hereunder, Alizyme shall promptly refund an amount equal to any such remaining overpayment. If Alizyme's audit demonstrates an underpayment of more than [***] percent ([***]%) for the payment due to Alizyme during the audited period, Prometheus shall be liable for Alizyme's reasonable cost of the audit that discovered such underpayment. Otherwise, Alizyme shall bear the costs of such accountant shall be paid by Licensoraudits. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and Any contested amounts shall be subject to the dispute resolution procedures set forth in Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)12.

Audit Rights. The Licensing Administrator shall have the right to audit or have audited the books and records of Licensee relating to payments made or due hereunder for the sole purpose of verifying the amounts due and payable hereunder, not more than once per Calendar Year (unless any audit reveals a shortfall as provided in this section) upon reasonable notice to the Licensee. All such audits shall permit be conducted during reasonable business hours of the Licensee. 3.12.2.1 Any such audit shall be performed by an independent certified public accountant designated accountant(s) or equivalent (“Auditor”) selected by Licensor the Licensing Administrator and reasonably acceptable to Licensee, whose consent shall not be unreasonably withheld, in the country where the audit is to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality)take place. Licensee shall fully cooperate with Auditor in conducting such audit and shall permit Auditor to inspect and copy such portions of the Licensee’s books and records that the Auditor, in the Auditor’s discretion, deems appropriate and necessary in accordance with the professional standards applicable to the Auditor in the country where the audit is to take place (“Necessary Records”). It shall be a material breach of this Agreement for Licensee to fail to provide to Auditor such Necessary Records. 3.12.2.2 The Licensing Administrator shall have the Auditor (and each member or employee thereof participating in the audit) agree not to disclose any information learned by the Auditor in the audit to any Licensor, nor use commercially reasonable efforts to reserve any such information, except for providing the right to conduct audits Licensing Administrator with a statement of its sublicensees payments due by Licensee in a comparable manner to sufficient detail consistent with Article 3.11 hereof. 3.12.2.3 The cost of an audit in accordance with Article 3.12.2 of this Section 3.2.8 and Agreement shall be at the expense of the Licensing Administrator; provided, however, the Licensee shall pay the cost of the audit if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by audit reveals any underpayment which in the aggregate is greater than 10 five percent (105%)) of the amount actually due for the period being audited. Any payments due by the Licensee under Article 3.12 shall be due within thirty (30) days of notice from the Licensing Administrator. 3.12.2.4 Within thirty (30) days after receiving notice from the Licensing Administrator of any shortfalls uncovered, in which case Licensee shall ensure that pay (i) any shortfalls plus interest as set forth in Section 3.9 herein, as measured from the fees date when such shortfall should have been paid; and expenses (ii) the cost of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees if required under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Article 3.12.2.3 hereof.

Audit Rights. Licensee Upon at least thirty (30) days’ written notice, LICENSOR shall permit have the right, through an independent public accountant designated by Licensor and reasonably acceptable to Licenseeindependent, certified accounting firm, to have accessexamine such records and books of account of LICENSEE as are necessary to verify the accuracy of the Usage License Fee and other payments of LICENSEE under this Agreement. Such right may be exercised only once during any twelve (12) month period. Such examination may be performed during normal business hours at LICENSEE’S major place of business or at such other place as may be agreed upon by the LICENSOR and LICENSEE. The accounting firm may make abstracts or copies of such books of account solely for its use in performing the examination. LICENSOR will require, no prior to any such examination, such accounting firm to agree in writing that such firm will maintain all information, abstracts, and copies acquired during such examination in strict confidence and will not make any use of such material other than to confirm to LICENSOR the accuracy of LICENSEE payments hereunder. If an inspection of LICENSEE’S records by the accountant of LICENSOR shows that LICENSEE has paid more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of required under this Agreement, during regular business hours and upon any excess amounts will, at least sixty (60) days written noticeLICENSEE’S option, be promptly refunded or credited against future Usage License Fees. If an inspection of LICENSEE’S records by the accountant of LICENSOR shows that LICENSEE shows an under-reporting or underpayment by LICENSEE of any amount to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments madeLICENSOR, by Licensee to Licensor within the three more than one percent (31%) year period immediately preceding such an auditand less than five percent (5%) for any twelve (12) month period, any excess amounts will, at LICENSOR’s option, be promptly paid or debited against future Usage License Fees. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the differenceHowever, if anyan inspection of LICENSEE’S records shows an under-reporting or underpayment by LICENSEE of any amount to LICENSOR, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater more than ten percent (10%)) for any twelve (12) month period, then LICENSEE will reimburse LICENSOR for the fees and expenses reasonable cost of the inspection as well as pay to LICENSOR any amount found due within thirty (30) days of receipt of the results of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)inspection.

Audit Rights. Licensee Notwithstanding any provision of this Lease to the contrary, in the event of any dispute regarding the amount due as to Real Property Taxes, insurance or other costs or expenses described in the Lease (“Costs”), Lessee shall permit have the right, after five (5) business days prior written notice to Lessor and at reasonable times, to inspect and photocopy Lessor’s accounting records relating to such charges at Lessor’s office located at the address set forth below Lessor’s signature on the Lease. If, after such inspection and photocopying, Lessee continues to dispute the amount of Costs payable by Lessee, Lessee shall be entitled to retain an independent company or certified public accountant designated approved in advance by Licensor and reasonably acceptable Lessor (which approval shall not be unreasonably withheld, conditioned or delayed) to Licensee, to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licenseeaudit and/or review Lessor’s records and books to the extent necessary to determine the accuracy proper amount of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an auditCosts. The independent public accountant Such audit shall be under a confidentiality obligation to Licensee to disclose to Licensor only completed within fifteen (a15) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the auditbusiness days. If such examination audit or review reveals that Lessor has overcharged Lessee, then within ten (10) business days after the results in a determination of such audit are made available to Lessor, Lessor shall reimburse Lessee the amount of such overcharge. If the audit reveals that Net Sales or payments have been misstatedLessee was undercharged, over or under paid amounts due then within five (5) business days after the results of the audit are made available to Lessee, Lessee shall reimburse Lessor the amount of such undercharge. Lessee agrees to pay the cost of such audit. Lessor shall be paid promptly required to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy maintain records of all audit reports Costs for the entirety of sublicensees under this Section 3.2.8, the twelve (12) month period following Lessor’s delivery to Lessee of each statement setting forth such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)costs.

Audit Rights. Licensee Purchaser with respect to Section 2.2.3 and this Article 4 and Seller with respect to Sections 2.3.4 and 4.1 shall permit keep complete and accurate books and records for purposes of documenting the amount and calculations of, as applicable, Net Sales [***], Gross Profit, Gross Profit Split, the Compensatory Payments and, to the extent it is a basis for an increase in the Transfer Price pursuant to Section 4.1, increases in Raw Material Costs and Labor Costs. Said books of account shall be kept at Purchaser’s or Seller’s principal place of business, as applicable. Upon reasonable notice, each Purchaser or Seller, as applicable, at its expense, shall have the right to have an independent public accountant designated by Licensor and accounting firm (reasonably acceptable to Licenseethe other party) obtain access to the other party’s financial records, to have accessduring reasonable business hours, no solely for the purpose of verifying such party’s payments hereunder; provided, however, that this right may not be exercised more than once in each any calendar year during (unless a prior audit by the Term audited party in such calendar year reveals a discrepancy of the greater of 5% of the payment(s) audited or $25,000 in any calendar quarter and then the auditing party may exercise its audit right no more than twice during such calendar year). The accountants engaged by the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books auditing party shall report to the extent necessary auditing party only information of the audited party related to determine the accuracy of Net Sales reportedthe audited party’s calculations then being audited. The findings of the accountants engaged by the auditing party shall be final and binding upon the parties hereto, and the payments made, by Licensee attributable to Licensor within the three (3) year any particular period immediately preceding may only be audited once for such an auditperiod. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result Any underpayment or overpayment of the audit. If amount due hereunder due to a miscalculation of such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due amount shall be paid promptly within 30 days after the delivery of a written accountants’ report to each party. In the appropriate Party. If Net Sales are understated by event any such audit reveals a shortfall greater than ten percent (10%)5% of the payment(s) audited or $25,000 in any calendar quarter, then the fees and expenses reasonable costs of the accountants engaged by the auditing party to perform such accountant audit shall be reimbursed by the audited party. Any underpayment or overpayment amount paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner pursuant to this Section 3.2.8 and if requested by Licensor 4.5 shall appoint an independent public accountant to conduct accrue interest on such audit, amount from the original due date at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Overdue Interest Amount.

Audit Rights. Licensee With respect to any Change Order which adjusts the Contract Price by compensating Contractor on a reimbursable cost or time and materials basis, Contractor shall permit an independent public accountant designated by Licensor maintain, in accordance with Prudent Utility Practice and reasonably acceptable generally accepted accounting principles consistently applied, records and books of account as may be necessary for substantiation of all Contractor claims for additional compensation. Owner, Owner’s Engineer, the Financing Parties, if any, and their authorized representatives shall be entitled to Licensee, to have access, no more than once in each calendar year inspect and audit such records and books of account during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours and upon at least sixty reasonable advanced notice during the course of the Work and for a period of five (605) days written noticeyears after the Final Completion Date (or such longer period, where required by Applicable Law); provided, however, that the purpose of any such audit shall be only for verification of such costs, and Contractor shall not be required to Licensee’s keep records of or provide access to those of its costs covered by the fee, allowances, fixed rates, unit prices, lump sum amounts, or of costs which are expressed in terms of percentages of other costs. Contractor shall retain all such records and books to of account for a period of at least five (5) years after the extent necessary to determine the accuracy of Net Sales reportedFinal Completion Date (or such longer period, and payments made, where required by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (ConfidentialityApplicable Law). Licensee Contractor shall use commercially reasonable efforts to reserve cause all Major Subcontractors engaged in connection with the right to conduct audits Work or the performance by Contractor of its sublicensees warranty obligations herein to retain for the same period all their records relating to the Work for the same purposes and subject to the same limitations set forth in this Section 27.9. Audit data shall not be released by the auditor to parties other than Contractor, Owner, Owner’s Engineer, and their respective officers, directors, members, managers, employees and agents in connection with any such audit, subject to the provisions of Article 20. If, as a comparable manner result of any audit conducted pursuant to this Section 3.2.8 27.9, the results of such audit indicate that Contractor received more or less than the amount to which it was entitled under this Agreement, either Owner shall pay the additional amount owed to Contractor or Contractor shall refund any overpayment to Owner, as applicable, in either case within ten (10) Days of a written request therefor. Owner shall be responsible for all costs and if requested expenses of such audit unless an overpayment by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale Owner of sublicensee are understated by greater more than 10 three percent (103%)) of the subject payment is discovered, in which case Licensee shall ensure that the fees and expenses of such accountant Contractor shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, responsible for such reports shall be deemed Confidential Information of Licensee costs and shall be subject to Section 6(Confidentiality)expenses.

Audit Rights. Licensee shall permit The IESO, an independent public accountant designated auditor identified by Licensor and reasonably acceptable to Licenseethe IESO, to have access, no more than once or the Government of Ontario (in each calendar year case, the “Inspecting Party”), will be entitled to request copies of, and access to, the Recipient’s books and records from time to time during the Term Audit Period for audit, verification, or reporting purposes, and no more than twice may provide all such records and information to its third party advisors, the OEB, and the Government of Ontario. The Inspecting Party may, at its own expense, upon twenty-four hours’ notice to the Recipient, enter upon the Recipient’s premises during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours to review the progress of the Initiative and upon at least sixty (60) days written noticethe Recipient’s expenditure of funds and, for these purposes, the Inspecting Party may: inspect and copy the records and documents referred to Licenseein Section 9.1 of the Funding Agreement; and conduct an audit or investigation of the Recipient in respect of the expenditure of the funds, the completion of the Deliverables, and/or the Initiative. To assist in respect of the rights set out in this Section 9.2, the Recipient must disclose any information reasonably requested by the Inspecting Party, and must do so in a form and within the time frames reasonably requested by the Inspecting Party. No provision of the Funding Agreement will be construed so as to give the Inspecting Party any control whatsoever over the Recipient’s records and books or those of its contractors. If any discrepancy is identified by the audit referred to in this Section 9.2, the appropriate adjustments will be promptly made between the Parties. If there has been an overpayment by the IESO, the amount of the overpayment will constitute a debt due to the extent necessary to determine the accuracy of Net Sales reported, IESO and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall may be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the auditso recovered. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to overpayment is greater than 3% of the appropriate Party. If Net Sales are understated by greater than ten percent (10%)funding in respect of the Deliverables set out in Schedule “D”, the fees and expenses Cost of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall audit must be paid by the sublicenseeRecipient, and such amount will also constitute a debt due to the IESO and may be so recovered. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8Any debt due to the IESO herein referred to may, such reports shall in addition to any other remedies available at law or in equity, also be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)recovered by the IESO by set-off.

Audit Rights. Licensee To verify (i) the correctness of all invoices issued and payments made for any of the two previous calendar years (“Y-2” and “Y-1”) and/or (ii) to verify the implementation of the Supplier's Curtailment procedures during such two previous calendar years, and/or (iii) to verify the other Party's meter readings registered during the two previous calendar years, and/or (iv) to verify compliance with the Supplier’s Cost Accounting Practices as specified in Schedule 3, a Party shall permit an independent public accountant designated by Licensor and reasonably acceptable to Licensee, to have access, the right (but no more than once once) in each a calendar year during the Term Y, to commence an audit via a mutually agreed-upon and no more than twice during the three (3) calendar years following the expiration or termination jointly appointed independent accounting firm of this Agreement, during regular business hours and international repute. The audit shall take place upon at least sixty (60) days prior written notice, to Licensee’s records notice from the Party seeking the audit and books to preferably during the extent necessary to determine month of September of the accuracy relevant calendar “year Y”. Such notice shall provide which of Net Sales reportedthe 4 above areas the audit should cover and for which SUMF Items, and payments madeshall also refer to an independent accounting firm of international repute, which the Party seeking the audit recommends. Once the audit notice is received, the Parties shall promptly meet to discuss the accounting firm recommendation made by Licensee the Party seeking the audit and they shall mutually agree upon such independent accounting firm of international repute or another mutually agreed upon independent accounting firm of international repute. Once the independent accounting firm is agreed-upon, the Parties shall inform such accounting firm about their agreement to Licensor within mutually appoint the three firm, the areas the audit should cover and they shall request the name of such accounting firm’s appointed representatives which will be in charge of conducting the audit activities. The purpose of the audit is to review all documentary evidence and supporting documentation (e.g. detailed breakdowns of the cost categories referenced under Schedule 3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation and the underlying explanation of allocation methodology, other billing calculations and meter readings used to Licensee to disclose to Licensor only calculate the SUMF Charges invoiced during the years Y-2 and Y-1 with the purpose of verifying (inter alia): (a) that the accuracy calculation and allocation of Net Sales reported costs during the years Y-2 and Y-1 is fair and equitable from an accounting perspective; and (b) that all actual costs during the years Y-2 and Y-1 have been reasonably, necessarily and properly incurred in conformity with the requirements of the SUMF Agreement. Any such audit shall be pursued diligently and completed no later than ninety (90) days after its commencement. The Party being audited shall comply with all reasonable requests for information or access in a timely manner and shall cooperate in a Commercially Reasonable manner with the Requiring Party and the jointly appointed independent accounting firm. If the Requiring Party reasonably believes the Party being audited is not cooperating in a Commercially Reasonable manner, it shall notify the Party being audited accordingly and the Parties shall meet and discuss in good faith to determine what additional information is required. If required, the ninety (90) day timeline to complete the audit shall be extended for such reasonable time for the auditing Party to complete its audit once the Party being audited provides the additional required information. The Parties shall provide the jointly appointed independent accounting firm with the necessary data and explanations for the years Y-2 and Y-1 reasonably necessary for the calculation of the SUMF Charges and the basis therefor. The Requiring Party undertakes to procure that the jointly appointed independent accounting firm is bound by obligations of confidentiality at least as strict as those set out in Article 12. Any audit report produced by the jointly appointed independent accounting firm shall be provided to both Parties, shall state the results of the aforementioned audit, and shall become the final, binding determination as to the matters addressed therein. If such audit report reveals that errors have been made and that a Party was overcharged or undercharged by an amount in aggregate equal to or greater than Euro 50,000 the report shall state the nature, amount and consequences of such error(s) together with such additional information as is reasonably necessary to explain the genesis of those errors and to enable the Parties to avoid recurrence thereof. Any refund of an overpayment or payment of an additional amount shall be made within 28 days following the provision by the jointly appointed independent accounting firm of its report and shall include interest at the Interest Rate for royalty the time period commencing when the overpayment was made or the underpayment amount would otherwise have been due and other payments made to Licensor under this Agreement and (b) ending on the difference, if any, such reported and paid amounts vary from amounts determined as a result date of any refund or additional payment in consequence of the audit. If such examination results A Party’s failure to make any requisite payment relating to an overcharge or undercharge within the 28 days period shall constitute a breach or default of this Agreement. In the event of an overcharge equal to or greater than EUR 50,000 or its equivalent in a determination that Net Sales local currency, the audit costs will be for the account of the Supplier, unless the overcharge is attributable to an error or payments have been misstated, over or under paid amounts due shall be paid promptly errors relating to the appropriate Partymetering equipment owned by the Purchaser. If Net Sales are understated by In the event of an undercharge equal to or greater than ten percent EUR 50,000 or its equivalent in local currency, the audit costs will be for the account of the Purchaser, unless the undercharge is attributable to an error or errors relating to the metering equipment owned by the Supplier or its Affiliate. In all other circumstances (10%i.e. overcharge or undercharge lower than EUR 50,000), the fees and expenses audit costs will remain for the account of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by LicensorRequiring Party. All matters reviewed by invoices issued and payments made during the years Y-2 and Y-1, the implementation of the Supplier's Curtailment procedures during such independent public accountant shall Y-2 and Y-1 years, and all meter readings registered during such Y-2 and Y-1 year are deemed to be deemed Confidential Information final and correct and cannot be further challenged, other than as part of Licensee and shall be subject the Annual True-Up Process, if a Party fails to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve provide notice of the exercise of its right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 the aforementioned audit for the relevant years Y-2 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless Y-1 during the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality).calendar year Y.

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor Within one hundred twenty (120) days of the reconciliation and reasonably acceptable to Licensee, to have access, no adjustment as set forth in Section 3.03 regarding Operating Expenses (but not more than once per year), if Tenant disputes the amount of Additional Rent set forth in each calendar year during the Term reconciliation statement, an independent certified public accountant or other representative of Tenant, designated and no more than twice during the three (3) calendar years following the expiration or termination of this Agreementpaid for by Tenant, during regular business hours and may, upon at least sixty twenty (6020) business days prior written noticenotice to Landlord, and at reasonable times, inspect Landlord's records at Landlord's offices, provided that Tenant is not then in default under this Lease and Tenant has paid all amounts required to Licensee’s records be paid under the applicable reconciliation statement, as the case may be. No such audit may be conducted on a contingency basis by the accountant or other representative (and books therefore no portion of the fee or other compensation payable to the extent necessary accountant or other representative may in any way be tied to determine the accuracy results of Net Sales reportedsuch audit), and payments made, by Licensee to Licensor within the three (3) year period immediately preceding any such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the audit conducted on such basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information void for the purposes hereof, and Tenant hereby waives and further rights under this Section 3.09 following the performance of Licensee and an audit on such basis. Tenant's failure to dispute the amount of Additional Rent set forth in any statement within one hundred twenty (120) days of Tenant's receipt of such statement shall be deemed to be Tenant's approval of such statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant's expense, by an independent certified public accountant (the "Accountant") selected by Landlord, subject to Section 6 (Confidentiality)Tenant's reasonable approval. Licensee shall use commercially reasonable efforts to reserve the right to conduct audits The results of its sublicensees in a comparable manner any audit conducted pursuant to this Section 3.2.8 3.09 shall be kept confidential by Tenant and if requested its accountant, and at Landlord's request, such accountant must agree in writing (in a commercially reasonable form) to keep the results of such audit confidential and not to reveal the same to any parties other than Landlord and Tenant. In the event of any breach of the foregoing confidentiality/non disclosure covenant by Licensor the accountant, Tenant or Tenant's agents, then the audit with respect to which such breach occurred shall appoint be deemed void for the purposes hereof. If Tenant's audit shall conclusively disclose an independent public accountant to conduct overstatement of Operating Expenses (and related overpayment of Operating Expenses by Tenant) of more than five percent (5%) of the amount actually incurred by Landlord for such period, Landlord shall promptly reimburse Tenant for the reasonable cost of such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure provided that the fees and expenses maximum reimbursement payable by Landlord with respect to the cost of such accountant audit shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)$3,000.00.

Audit Rights. Licensee 14.1.1 3DP shall permit an independent have the right, at its expense, through a certified public accountant designated by Licensor and reasonably acceptable to LicenseeHeska and 3DP, to have accessexamine the records required to be maintained by Heska under this Agreement during regular business hours, no and upon reasonable prior notice, before the termination or expiration of this Agreement and for three years thereafter, provided that such examination shall not take place more often than once a year and shall not cover such records for more than once the preceding three years, and provided further that such accountant shall report to 3DP only on the accuracy of royalty statements and payments. If the auditor discloses a discrepancy in each calendar year during royalties owed by Heska to 3DP and royalties paid to 3DP which exceeds five percent (5%) of total Net Sales made until the Term date of completion of the audit, Heska shall pay the entire expense of the audit and no more than twice during pay to 3DP the three (3) calendar years following entire amount of the expiration or termination discrepancy plus interest within 30 days from the date upon which 3DP notified Heska of this Agreementthe discrepancy. Interest shall be computed at the rate set forth in Section 14.5. 14.1.2 Heska shall have the right, at its expense, through a certified public accountant reasonably acceptable to 3DP and Heska, during regular business hours and upon at least sixty (60) days written reasonable prior notice, to Licensee’s examine 3DP's records and books of FTE Years applied to the extent necessary Research and costs of Test Compounds supplied to Heska at Heska's expense to determine 3DP's compliance with its obligations as to the allocation of FTE Years to the Research and to charge Heska its cost for such Test Compounds, and its records relating to amounts payable to Heska under Section 4.4 to determine compliance with its obligations under Section 4.4, before the termination or expiration of this Agreement and for three years thereafter, provided that such examination shall not take place more often than once a year and shall not cover such records for more than the preceding three years, and provided further that such accountant shall report to Heska only on 3DP's allocation of FTE Years or the accuracy of Net Sales reported, and payments made, under Section 4.4. If the auditor discloses a discrepancy in amounts owed by Licensee 3DP to Licensor within Heska under Section 4.4 which exceeds five percent (5%) of total amounts payable until the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy date of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result completion of the audit, 3DP shall pay the entire expense of the audit and pay to Heska the entire amount of the discrepancy plus interest within 30 days from the date upon which Heska notified 3DP of the discrepancy. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due Interest shall be paid promptly to computed at the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to rate set forth in Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)14.5.

Audit Rights. Licensee Licensor shall permit have the right to have an independent public accountant designated by Licensor and independent, Third Party accounting firm reasonably acceptable to LicenseeDermata access the books and records of Dermata, to have access, no more than once in each calendar year during the Term its Affiliates and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books Sublicensees solely to the extent necessary to determine verify the accuracy of Net Sales reported, the reports and payments mademade hereunder. Such audit shall be conducted upon at least thirty (30) days advanced written notice to Dermata and shall commence on a date reasonably acceptable to both Parties, by Licensee not to Licensor within be later than one (1) Calendar Quarter after Licensor’s notice. Such audit (a) shall only be conducted during Dermata’s normal business hours, (b) shall not be conducted more frequently than once (1) per Calendar Year, (c) may occur only with respect to the immediately preceding three (3) year Calendar Years, (d) may not cover an audit period immediately preceding such an auditless than a full Calendar year, and (e) may not be conducted more than once with respect to any particular Calendar Year. The independent public accountant independent, Third-Party auditor shall be under required to sign a confidentiality obligation agreement for the benefit of, and in a form reasonably acceptable to, Dermata, its Affiliate and/or Sublicensee (as applicable). Dermata shall be provided the opportunity to Licensee discuss any discrepancies found during such audit with the auditors prior to disclose to Licensor only (a) such auditor issuing its final report. In addition, the accuracy auditors shall redact any confidential information disclosed in the proposed final report identified by Dermata as confidential and not necessary for purposes of Net Sales reported and calculating the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result Royalty owed. The final report shall be shared with both of the auditParties. If such examination results any audit discloses any underpayments by Dermata to Licensor, then unless contested by Dermata within thirty (30) days after receipt of the necessary documentation of the amount owed, any underpayment, together with any interest thereon calculated in a determination that Net Sales or payments have been misstatedaccordance with Section 4.12 from the date of the underpayment, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise Dermata to Licensor within thirty (30) days of it being so disclosed. If any audit discloses any overpayments by Dermata to Licensor, then unless contested by Licensor within thirty (30) days after receipt of the fees and expenses necessary documentation of the amount owed, Dermata shall have the right to credit the amount of the overpayment against each subsequent quarterly payment due to Licensor until the overpayment has been fully applied. If the overpayment is not fully applied prior to the final quarterly payment of Royalties due hereunder, Licensor shall promptly refund an amount equal to any such remaining overpayment. If Licensor’s audit demonstrates an underpayment of more than five percent (5%) for the payment due to Licensor during the audited period, Dermata shall be liable for Licensor’s reasonable cost of the audit that discovered such underpayment. Otherwise, Licensor shall bear the costs of such accountant shall be paid by Licensoraudits. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and Any contested amounts shall be subject to the dispute resolution procedures set forth in Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)11.

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor and reasonably acceptable to Licensee, to have access, no more than once in each calendar year during a. During the Term and no continuing until the date six (6) months following the date of expiration or earlier termination of this Agreement * may, audit the financial books, information systems and records of Blockbuster as reasonably necessary to verify Blockbuster's compliance with its obligations under this Agreement; provided, however, that (a) such audit shall be at the sole cost and expense of * (unless such audit reveals that payments due to * for any twelve (12) month period were understated by more than five percent (5%), in which case, in addition to all other rights which * may have, Blockbuster shall promptly reimburse * to the extent of its reasonable out-of-pocket costs of such audit), (b) * may not audit more than twice during the three per year (3and no such audit shall continue for more than thirty (30) calendar years days from the date the auditors are given access to the applicable records), and (c) any such audit shall be conducted only during regular business hours and in such a manner as not unreasonably to interfere with the normal business activities of Blockbuster. Blockbuster shall keep and maintain complete and accurate books of account and records in connection with its obligations under this Agreement at its principal place of business until the date thirty-nine (39) months following the date of rendering of the initial statement reflecting such records unless a legal action with regard thereto is commenced during such period. b. During the Term and continuing until the date six (6) months following the date of expiration or earlier termination of this Agreement, * may inspect and audit ---------- * Confidential material omitted and separately filed with the Commission under an application for confidential treatment. the books, records and store premises of Stores and Participating Franchises as reasonably necessary to verify compliance with this Agreement; provided, however, that (a) such audit shall be at the sole cost and expense of *(unless such audit reveals that payments due to * for any twelve (12) month period were understated by more than five percent (5%), in which case, in addition to all other rights which * may have, Blockbuster shall promptly reimburse * to the extent of its reasonable out-of-pocket costs of such audit), and (b) any such audit shall be conducted only during regular business hours and upon at least sixty (60) days written notice, in such a manner as not unreasonably to Licensee’s records and books to interfere with the extent necessary to determine the accuracy normal business activities of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales Store or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Participating Franchises.

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor make and maintain for a period of at least [***] years records of its sales of Licensed Products, gross revenues paid to Prism on the sale of Licensed Products and deductions in calculating Net Sales. Licensor, at its expense, shall have the right to inspect, copy and audit (itself or through its representative, subject to a confidentiality agreement reasonably acceptable to Licensee, to have access, no more than once in each calendar year during ) such books and records at the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information premises of Licensee and shall be subject during normal business hours, within [***]business days of notice to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits Prism of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant request to conduct such an inspection or audit. CyDex may not exercise this right more than [***] in any [***] month period during the Term, at and only [***] [***] within the [***] month period after this Agreement expires or is terminated. Prism shall provide reasonable cooperation in the conduct of any inspection or audit. In the event the audit shows an underpayment of more than [***] percent ([***]%) for any applicable Royalty Payment Period, Licensee shall pay Licensor the amounts underpaid. In addition, in the event the audit shows an underpayment of more than [***] percent ([***]%) for any applicable Royalty Payment Period, Licensee shall pay Licensor, in addition to the amounts underpaid, the reasonable third party costs of such audit. In the event the audit shows an overpayment of more than [***] percent ([***]%) for any applicable Royalty Payment Period, Licensor shall pay Licensee the amount of such overpayment less the reasonable third party costs of such audit (not to exceed the amount of the overpayment). Any amount discovered to be due under an audit shall not give rise to a right to terminate this Agreement for failure to make Royalty Payments if such deficiency is paid within [***]days of the audit report; provided, however, that if Licensee is not in agreement with the audit report, then the Parties shall resolve such dispute in accordance with Section 18.8 and this Agreement may not be terminable by Licensor for reasons of underpayment until the resolution of such dispute in Licensor’s expense, unless favor. *** Certain information on this page has been omitted and filed separately with the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that Commission. Confidential treatment has been requested with respect to the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)omitted portions.

Audit Rights. Licensee Subject to the other terms of this Section 7.7.2, during the Term and for a period of [***] years thereafter, at the request of Jounce, which shall not be made more frequently than [***] per Calendar Year other than for cause, upon at least [***] days’ prior written notice from Jounce, and at the expense of Jounce, Celgene shall permit an independent independent, nationally-recognized certified public accountant designated selected by Licensor Jounce and reasonably acceptable to LicenseeCelgene (each, an “Auditor”) to have accessinspect, during regular business hours, the relevant records required to be maintained by Celgene under Section 7.7.1; provided, that such audit right shall not apply to records beyond [***] years from the end of the Calendar Year to which they pertain. Prior to its inspection, the Auditor shall enter into a confidentiality agreement with both Parties having obligations of confidentiality and non-use no more less restrictive than once those set forth in each calendar year during Article 11 and limiting the Term disclosure and no more use of such information by the Auditor to authorized representatives of the Parties and the purposes germane to Section 7.7.1. Results of any such review shall be binding on both Parties absent manifest error. The Auditor shall report to Jounce only whether the particular amount being audited was accurate and, if not, the amount of and reason for any discrepancy, and the Auditor shall not report any other information to Jounce. Jounce shall treat the results of any Auditor’s review of Celgene’s records as Confidential Information of Celgene subject to the terms of Article 11. In the event such audit leads to the discovery of a discrepancy to Jounce’s detriment, Celgene shall, within forty-five (45) days after receipt of such report from the Auditor, pay any undisputed amount of the discrepancy. Jounce shall pay the full cost of the audit unless the underpayment of amounts due by Celgene is greater than twice during [***] percent ([***]%) of the three (3) calendar years following amount due for the entire period being examined, in which case Celgene shall pay the reasonable cost charged by the Auditor for such review. Any undisputed overpayments by Celgene revealed by an examination shall be paid by Jounce within [***] days of Jounce’s receipt of the applicable report. This Section 7.7.2 shall survive any expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy Agreement for a period of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)[***] years.

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor Subject to reasonable advance written notice from the Required Holders and reasonably acceptable to Licensee, to have access, no in any event not more than once per calendar year and limited to a three-year look-back period in each calendar year case, the Seller shall permit the Required Holders and/or an independent accounting firm reputable in the United States chosen by the Required Holders to have access during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent books and records of the Seller as may be reasonably necessary to determine audit the accuracy calculation of ANAPHYLM™ Net Sales, LIBERVANT™ Net Sales reported, and payments made, by Licensee to Licensor within Royalty Right Payment Amounts (or reasons for the three (3) year period immediately preceding lack of any calculation therefor). Any such an audit. The independent public accountant audit shall be under at the expense of the Required Holders; provided, however, that if any such audit reveals a confidentiality obligation to Licensee to disclose to Licensor only discrepancy if favor of the Purchasers that exceeds the lesser of (ai) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement [***] and (bii) [***] of a Royalty Right Payment Amount, then the differencecost of such audit shall instead be borne by the Seller. In the event that any such audit reveals an underpayment of any Royalty Right Payment Amount, if any, such reported and paid amounts vary from amounts determined as a result of then the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due underpayment amount shall be paid promptly within 30 days after any Purchaser makes a demand therefor, plus interest thereon if such audit amount exceeds the lesser of (i) [***] and (ii) [***] of the amount that actually should have been paid. Such interest shall be calculated from the date such amount was due until the date such amount is actually paid, at the rate of 0.50% over the prime rate of interest as published in The Wall Street Journal, Eastern Edition (or, if such publication is no longer available or relevant, a publication reasonably selected in good faith by the Seller), in effect on the date such amount was due. Any independent accounting firm conducting any audit pursuant to this Section 2.4 shall agree to be bound by the terms of the Confidentiality Agreement or shall otherwise agree to confidentiality provisions acceptable to the appropriate PartySeller. If Net Sales are understated Any books and records, information or other documentation provided or made available by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and Seller pursuant to this Section 2.4 shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Confidentiality Agreement.

Audit Rights. Licensee Each Party shall permit keep reasonably detailed records of its Pre-Closing Costs, the Carrying Costs associated with the Development Costs and Pre-Closing Costs and any Cost Reductions and shall provide such records to the other Parties upon request. All such costs and reductions giving rise to any amounts paid under this Section 2.02 shall be subject to audit by internal auditors or an independent public accountant designated third-Person expert payable by Licensor the requesting Party at reasonable times and reasonably acceptable upon reasonable prior written notice to Licenseethe other Parties at any time prior to the eighth (8th) anniversary of ON Line COD; provided, however, that if the amount owed by the audited Party exceeds one hundred thousand Dollars ($100,000), the audited Party shall pay all reasonable audit costs. If a Dispute arises in connection with any audit conducted pursuant to have accessthis Section 2.02(e) and such Dispute remains outstanding for thirty (30) days following the conclusion of such audit, no more than once in each calendar year during the Term such Dispute may be referred to Ernst & Young Transmission Use and no more than twice Capacity Exchange Agreement LLP, or, if Ernst & Young LLP is unable or unwilling to act or is providing services to a Party and/or its Affiliates at such time or during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The time, such other independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only auditing firm agreeable by all Parties (ain either case, the “Independent Auditor”) the accuracy of Net Sales reported by any Party and the basis for royalty and other payments made to Licensor under this Agreement and (b) Party requesting the difference, if any, such reported and paid amounts vary from amounts determined as a result Independent Auditor shall bear the costs of the audit. If such examination results in a determination Independent Auditor; provided, however, that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to if the appropriate Party. If Net Sales are understated amount owed by greater than ten percent the audited Party exceeds one hundred thousand Dollars (10%$100,000), the fees audited Party shall pay all costs of the Independent Auditor. The Parties shall reasonably cooperate with the Independent Auditor, and expenses of such accountant their agreement to submit Disputes under this Section 2.02(e) to an Independent Auditor shall be paid by Licensee; otherwise enforceable as an agreement to arbitrate. The decision of the fees and expenses of such accountant Independent Auditor shall be paid by Licensor. All matters reviewed by such independent public accountant final, binding and conclusive upon the Parties, shall be deemed Confidential Information of Licensee and shall not be subject to Section 6 (Confidentiality)challenge or appeal, and may be enforced in any court having jurisdiction in the same manner as an arbitral award. Licensee shall use commercially reasonable efforts If it is determined at any time pursuant to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint such audit or Independent Auditor that an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be amount previously paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees Party under this Section 3.2.82.02 did not constitute a due and payable item, such reports Party may recover such amount plus interest at the Agreed Rate from any other Party that received such payment or deduct, or cause to be deducted, such amount from any payment that may be due to such receiving Party, and the Parties shall revise the Cost Detail Statements and the Cost Detail Reconciliation Statements to account for the overpayment. Each Party acknowledges and agrees that the making of any payment under this Section 2.02 shall be deemed Confidential Information without prejudice to the audit rights of Licensee and shall be subject to each Party under this Section 6(Confidentiality2.02(e).

Audit Rights. (a) Upon the written request of Licensor and not more than once in each Contract Year, Licensee shall permit an independent certified public accountant designated accounting firm or, as applicable, regulatory consulting firm of nationally recognized standing, selected by Licensor and reasonably acceptable to Licensee, at Licensor's expense, to have access, no more than once in each calendar year access during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours to such of the books and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent regulatory files of Licensee as may be reasonably necessary to determine (i) verify the accuracy of the Net Sales reportedRevenues achieved in any Contract Year ending not more than thirty-six (36) months prior to the date of such request, and payments made, by Licensee to Licensor within (ii) verify receipt of the three (3notice from the FDA specified in Section 8.1(a)(iii) year period immediately preceding such an audithereof and for no other purpose. The independent public accountant accounting firm or regulatory consulting firm, as applicable shall be under a confidentiality obligation to Licensee to disclose to Licensor only (ax) whether the accuracy of Net Sales Revenues achieved are equal to the Net Revenues reported by Licensee to Licensor and the basis for royalty and other payments made to Licensor under this Agreement and (b) the differencespecific details concerning discrepancies, if any, and (y) whether Licensee has received the notice specified in Section 8.1(a)(iii) hereof. No other information shall be shared. (b) If such accounting firm concludes that the Net Revenues reported and paid amounts vary by Licensee to Licensor during the audited period was incorrect or such regulatory consulting firm concludes that the notice from amounts determined the FDA specified in Section 8.1(a)(iii) hereof was actually received by Licensee, Licensee shall pay such additional Milestone Payments as a result applicable to the audited Net Revenues (or, in the case of receipt of the audit. If such examination results notice from the FDA specified in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%Section 8.1(a)(iii), the fees and expenses applicable One Time Payment) within thirty (30) days of the date Licensor delivers to Licensee such accountant shall be paid accounting firm's or, as applicable, such regulatory consulting firm's written report so concluding. Notwithstanding the foregoing, upon such accounting firm's conclusion that the Net Revenues reported by Licensee to Licensor during the audited period was incorrect or such regulatory consulting firm's conclusion that the notice from the FDA specified in Section 8.1(a)(iii) hereof was actually received by Licensee; otherwise the , Licensor may immediately commence Dispute Resolution under Section 8.5 herein. The fees and expenses of charged by such accountant accounting firm or, as applicable, such regulatory consulting firm shall be paid by Licensor. All matters reviewed ; provided, however, if the audit discloses that the Net Revenues reported by Licensee for such independent public accountant shall be deemed Confidential Information audited period are less than ninety-five percent (95%) of Licensee and shall be subject to the Net Revenues actually achieved during such period or if the audit discloses that the notice from the FDA specified in Section 6 (Confidentiality). 8.1(a)(iii) was actually received by Licensee, Licensee shall use commercially pay the reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of charged by such accountant accounting firm or, as applicable, such regulatory consulting firm. (c) Licensor shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of treat all audit reports of sublicensees financial or regulatory information subject to review under this Section 3.2.88.4 as Licensee Confidential Information, such reports shall be deemed Confidential Information of Licensee and shall be subject cause its accounting firm to Section 6(Confidentiality)retain all such financial information in confidence.

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor keep sufficiently full, clear and reasonably acceptable accurate books and records to Licenseeallow the reports required under Section 3.2(b) above to be audited and verified, to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, shall make those books and records available for inspection during regular business hours and upon at least sixty thirty (6030) days written notice, days' notice to Licensee’s . Licensor may (but not more than one (1) time in any twelve (12) month period during the Term hereof) engage an independent certified public account to audit the relevant books and records and books to of Licensee for the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three one (31) year period immediately preceding the date of such an notice regarding any and all of the matters required to be reported under Section 3.2(b) during that one (1) year period. Unless otherwise agreed to by the Parties, the audit shall be at Licensee's place of business where such books and records are normally kept by Licensee, at mutually convenient times, and not more than six (6) weeks after notice of such audit. The independent public accountant Such audits shall be under conducted in a confidentiality obligation manner reasonably designed to Licensee minimize any disruption to disclose to Licensor only (a) Licensee's business. The auditing person will provide the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the differenceLicensor, if anyas applicable, such reported and paid amounts vary from amounts determined as a result written report of the auditresults of the audit and will at the same time provide an identical copy of the report to Licensee. If The cost of any such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due audit shall be paid promptly to borne by the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale audit reveals an underreporting in revenue or in the amount of sublicensee are understated by greater the applicable Royalty of more than 10 twenty percent (1020%)) for the period audited, in which case the cost of the audit shall be borne by Licensee. If any audit reveals an underreporting in revenue or in the amount of the applicable Royalty payments of more than twenty percent (20%), then Licensee shall ensure that pay to Licensor, as applicable, the fees deficiency plus interest at the Default Interest Rate, and expenses of such accountant payment shall be paid by made within ten (10) business days of the sublicenseedate of the certified public accountant's report. If the audit reveals an underreporting in revenue or in the amount of the applicable Royalty Payments for the period audited of less than or equal to twenty percent (20%), then Licensee shall provide Licensor with a copy pay to Licensor, as applicable, just the amount of all audit reports of sublicensees under this Section 3.2.8, the deficiency in such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)ten (10) business day period.

Audit Rights. Licensee (a) Zymeworks shall permit have the right during the […***…] described in Section 5.4.1 to appoint at its expense an independent certified public accountant designated by Licensor and of nationally recognized standing (the “Accounting Firm”) reasonably acceptable to Licensee, BeiGene to have access, no more than once in inspect or audit the relevant records of BeiGene and its Related Parties to verify that the amount of such payments were correctly determined. BeiGene and its Related Parties shall each calendar year during make its records available for inspection or audit by the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, Accounting Firm during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Zymeworks, solely to verify the payments hereunder were correctly determined. Such inspection or audit right shall not be exercised by Zymeworks more than […***…] and upon at least sixty (60) days written notice, to Licensee’s records and books may cover a period ending not more than […***…] prior to the extent necessary date of such request. All records made available for inspection or audit pursuant to determine the accuracy this Section 5.4.2 shall be deemed to be Confidential Information of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an auditBeiGene. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy results of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the differenceeach inspection or audit, if any, such reported and paid amounts vary from amounts determined as a result shall be binding on both Parties. If the amount of any payment hereunder was underreported, BeiGene shall promptly (but in any event no later than […***…] after its receipt of the audit51 Competitive Information – Commercially Sensitive Terms. If such examination results in a determination Accounting Firm’s report so concluding) make payment to Zymeworks of the underreported amount. Zymeworks shall bear the full cost of an audit that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner it conducts pursuant to this Section 3.2.8 and if requested 5.4.2 unless such audit discloses an under reporting by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale BeiGene of sublicensee are understated by greater more than 10 […***…] percent (10[…***…]%)) of the aggregate amount of the payments hereunder reportable in any Calendar Year, in which case Licensee BeiGene shall ensure that reimburse Zymeworks for all costs incurred in connection with such inspection or audit, in addition to the fees underreported amount.52 (b) The Accounting Firm will disclose to Zymeworks only whether the payments subject to such audit are correct or incorrect and expenses the specific details concerning any discrepancies. No other information will be provided to Zymeworks without the prior consent of BeiGene unless disclosure is required by Applicable Laws or judicial order. BeiGene is entitled to require the Accounting Firm to execute a reasonable confidentiality agreement prior to commencing any such accountant shall be paid by the sublicenseeaudit. Licensee The Accounting Firm shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee its report and shall be subject findings to Section 6(Confidentiality)BeiGene.

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor and reasonably acceptable to Licensee, to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least Within sixty (60) days of the reconciliation and adjustment as set forth in Section 3.02 regarding Operating Expenses (but not more than once per year), if Tenant disputes the amount of Additional Rent set forth in the reconciliation statement, an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm), designated and paid for by Tenant, may, upon at least twenty (20) business days prior written noticenotice to Landlord, to Licenseeand at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default under this Lease and books Tenant has paid all amounts from the applicable reconciliation statement that are not in dispute, as the case may be. No such audit may be conducted on a contingency basis by the accountant (and therefore no portion of the fee or other compensation payable to the extent necessary accountant may in any way be tied to determine the accuracy results of Net Sales reportedsuch audit), and payments any such audit conducted on such basis shall be deemed void for the purposes hereof, and Tenant hereby waives and further rights under this Section 3.08 following the performance of an audit on such basis. Tenant’s failure to dispute the amount of Additional Rent set forth in any statement within sixty (60) days of Tenant’s receipt of such statement shall be deemed to be Tenant’s approval of such statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by Licensee an independent certified public accountant (the “Accountant”) selected by Landlord, subject to Licensor within the three (3) year period immediately preceding such an auditTenant’s reasonable approval. The independent public accountant results of any audit conducted pursuant to this Section 3.08 shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported kept confidential by Tenant and the basis for royalty its accountant, and other payments made to Licensor under this Agreement and (b) the difference, if anyat Landlord’s request, such reported accountant must agree in writing (in a commercially reasonable form) to keep the results of such audit confidential and paid amounts vary not to reveal the same to any parties other than Landlord and Tenant. In the event of any breach of the foregoing confidentiality/non disclosure covenant by the Tenant’s accountant, Tenant or Tenant’s agents, Tenant hereby indemnifies and will hold Landlord harmless from amounts determined and against any and all costs, claims, actions, causes of action, liabilities, losses or damages (including reasonable attorneys fees) suffered or incurred by Landlord as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)breach.

Audit Rights. Licensee TGC shall permit an independent public accountant designated by Licensor and reasonably acceptable maintain accurate records of the calculations of the payments due to Licensee, to have access, no more than once in each calendar year during Sharman hereunder. During the Term and no more than twice during and, if TGC continues to serve Contextual Advertisements or Proactive Search Results following the three (3) Term, for every calendar years quarter following the expiration or termination of this Agreement in which Revenue Share under Section 4.3 of this Agreement exceeds [***] for any calendar month within such calendar quarter, Sharman, at its expense, may cause an audit to be made of the applicable records of TGC, TGC Parent and all TGC Affiliates solely for the purpose of verifying the payments made pursuant to this Agreement, provided that: (i) such audit be made by an independent certified public accountant of national standing in the United States and reasonably acceptable to TGC; (ii) results limited only to discrepancies in the amounts due Sharman and any discrepancies in reports provided to Sharman under Section 4.4.1 above will be provided to Sharman, and shall be treated as confidential information by TGC, Sharman and the auditor; (iii) while results will be *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. provided to Sharman, all information made available to the auditor shall be kept confidential between the auditor and TGC, and shall be used by the auditor solely for the purpose of verifying payments made pursuant to this Agreement; (iv) the audit will be conducted at TGC’s place of business during regular normal business hours and upon at least sixty (60) days with reasonable prior written notice, to Licensee’s records ; and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the (v) audits shall not be conducted more than once in any three (3) year period immediately preceding such month period. Any errors, omission and/or discrepancies disclosed by an audit. The independent public accountant audit shall be under promptly adjusted to compensate the effected Party for such error, omission and/or discrepancy. If an audit reveals that TGC has underpaid Sharman by greater than [***] percent ([***]%) then TGC shall bear the entire cost of the audit and pay a confidentiality obligation penalty to Licensee Sharman equal to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result cost of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality).

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor Lipocine and reasonably acceptable to LicenseeLicensee (such acceptance not to be unreasonably denied, conditioned, or delayed), to have access, no more than once [***] in each calendar year Calendar Year during the Term and no more than twice during for the three (3) calendar years [***] Calendar Years following the termination or expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) [***] days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, reported and payments made, made by Licensee to Licensor Lipocine within the three (3) [***]year period immediately preceding such an audit. No period will be audited more than once unless an audit uncovers a material inaccuracy that is disputed by a Party, in which event a further audit will be permitted in order to facilitate dispute resolution. Before beginning its audit, the independent public accountant shall enter into a confidentiality agreement acceptable to Licensee pursuant to which such independent public accountant shall keep confidential all information reviewed during such audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor each Party only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor Lipocine under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%)[***], the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by LicensorLipocine. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Article 6.

Audit Rights. Licensee Upon at least thirty (30) days’ written notice, LICENSOR shall permit have the right, through an independent public accountant designated by Licensor and reasonably acceptable to Licenseeindependent, certified accounting firm, to have accessexamine such records and books of account of LICENSEE as are necessary to verify the accuracy of the Usage License Fee and other payments of LICENSEE under this Agreement. Such right may be exercised only once during any twelve (12) month period. Such examination may be performed during normal business hours at LICENSEE’s major place of business or at such other place as may be agreed upon by the LICENSOR and LICENSEE. The accounting firm may make abstracts or copies of such books of account solely for its use in performing the examination. LICENSOR will require, no prior to any such examination, such accounting firm to agree in writing that such firm will maintain all information, abstracts, and copies acquired during such examination in strict confidence and will not make any use of such material other than to confirm to LICENSOR the accuracy of LICENSEE payments hereunder. If an inspection of LICENSEE’s records by the accountant of LICENSOR shows that LICENSEE has paid more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of required under this Agreement, during regular business hours any excess amounts will, at LICENSEE’s option, be promptly refunded or credited against future Usage License Fees. If an inspection of LICENSEE’s records by the accountant of LICENSOR shows that LICENSEE shows an under-reporting or underpayment by LICENSEE of any amount to LICENSOR, by more than one percent (1%) and upon less than five percent (5%) for any twelve (12) month period, any excess amounts will, at least sixty LICENSOR’s option, be promptly paid or debited against future Usage License Fees. However, if an inspection of LICENSEE’s records shows an under-reporting or underpayment by LICENSEE of any amount to LICENSOR, by more than five percent (605%) for any twelve (12) month period, then LICENSEE will reimburse LICENSOR for the reasonable cost of the inspection as well as pay to LICENSOR any amount found due within thirty (30) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result receipt of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees inspection. ____________________________ 1 [**] this information has been redacted as it contains commercially sensitive information relating to royalties and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)fees.

Audit Rights. Licensee 10.1 The Royalty Holder shall permit have the right to arrange an independent public accountant audit of the Owner’s books and records with respect to the ORRI (Owner’s Records), limited to once per year and with no less than 10 days’ notice at the Royalty Holder’s sole cost and expense The Owner will, subject to entry into appropriate confidentiality arrangements, permit a reputable and independent auditor designated by Licensor and reasonably acceptable to Licenseethe Royalty Holder, to visit, and (a) inspect and review such Owner’s Records, (b) to make copies and photocopies from such Owner’s Records and to write down and record such information as such auditor may request, (c) to have accessaccess to the Owner’s accounting and working papers subject to such independent auditor’s policies and respecting the availability to working papers, and (d) to reasonably investigate and verify the accuracy of information furnished hereunder in connection with the ORRI, all at the Royalty Holder’s expense. The Owner must make available to the independent auditor such of the Owner’s Records which may reasonably be required for the audit. 10.2 If an audit shows that the ORRI payable in the relevant month(s) (in respect of which the audit is carried out) has been underpaid by 5% or more, the Owner must pay for the audit. 10.3 If the Royalty Holder notifies the Owner of any underpayment or overpayment of the ORRI which the Royalty Holder’s representative considers exists, or the audit determines that any ORRI paid has been calculated in error, and that determination or notification is not disputed by the Owner or is determined in favour of the Royalty Holder in such a dispute, the Owner must, on being provided with a copy of the report of the Royalty ▇▇▇▇▇▇’s representative, make an adjustment of the ORRI due for the next month. 10.4 On request in writing from the Royalty Holder, the Owner shall provide all reasonable assistance to enable the Royalty Holder to inspect records of the Minister or any department or authority responsible for monitoring and receiving royalty payments due to the Minister under the Petroleum Act, relating to the calculation of the gross value at the wellhead of Petroleum produced from the Lands. Any such inspection shall be at the Royalty Holder’s cost and may be undertaken no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)year.

Audit Rights. Licensee ARIAD shall permit keep and maintain for [***] years complete and accurate records of all Commercialization Expenses incurred in the Commercialization of Co-Promoted Products and of Net Sales of Co-Promoted Products (“Co-Development Net Sales”) in the U.S. Territory in sufficient detail to allow confirmation of same by the JSC and MERCK. MERCK shall have the right for a period of [***] years after such Commercialization Expenses and Co-Development Net Sales are reconciled in accordance with Section 4.3.2 to appoint at its expense an independent certified public accountant designated by Licensor and reasonably acceptable to LicenseeARIAD to audit the relevant records of ARIAD and its Affiliates to verify that the amount of such Commercialization Expenses and Co-Development Net Sales are correctly determined. ARIAD and its Affiliates shall each make its records available for audit by MERCK or such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, to have access, no upon [***] days written notice from MERCK. Such audit right shall not be exercised by MERCK more than once in each calendar year during the Term any Calendar Year and no period may be audited more than twice during once. All records made available for audit shall be deemed to be Confidential Information of ARIAD. The results of each audit, if any, shall be binding on both Parties. In the three (3) calendar years following event there was an error in the expiration or termination amount of this Agreement, during regular business hours such Commercialization Expenses and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Co-Development Net Sales reportedreported by ARIAD hereunder, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) if the accuracy effect of Net Sales reported and the basis for royalty and other payments made error resulted in an underpayment, ARIAD shall promptly (but in any event no later than [***] days after ARIAD’s receipt of the report so concluding) make payment to Licensor under this Agreement MERCK of the underpayment amount and (b) if the difference, if any, such reported and paid amounts vary from amounts determined as a result effect of the auditerror resulted in an overpayment, MERCK shall promptly (but in any event no later than [***] days after MERCK’s receipt of the report so concluding) make payment to ARIAD of the overpayment amount. If MERCK shall bear the full cost of such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to audit unless such audit discloses an underpayment by ARIAD of the appropriate Party. If Net Sales are understated by greater than ten of [***] percent (10[***]%), ) of the fees and expenses aggregate amount of such accountant shall be paid by Licensee; otherwise the fees and expenses MERCK’s share of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees Operating Income in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%)any Calendar Year or $[***], in which case Licensee ARIAD shall ensure that the fees and expenses of reimburse MERCK for all costs incurred by MERCK in connection with such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)audit.

Audit Rights. Licensee DISTRIBUTOR shall permit an independent public accountant designated by Licensor and reasonably acceptable shall require that its VARs shall keep full, accurate and complete books of account and all other related records of all matters relating to Licensee, to have access, no more than once in each calendar year during the Term and no more than twice during the this Agreement for a period of three (3) years from the end of each calendar years following the expiration year. GUPTA, its licensors, or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant their respective authorized representatives shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits examine and copy such books of its sublicensees account and other related records at all reasonable times during such period, to verify the correctness of amounts paid to GUPTA, DISTRIBUTOR's and each VAR's compliance with, and for any other matters arising out of, this Agreement. If any DISTRIBUTOR____ GUPTA____ GUPTA PREMIUM International Distribution Agreement - 4 - <PAGE> [GUPTA LOGO] such examination discloses a deficiency in a comparable manner any payments made by DISTRIBUTOR to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale GUPTA of sublicensee are understated by greater more than 10 three percent (103%)) of such payment, DISTRIBUTOR shall reimburse GUPTA for all of the expenses connected with such examination and the next subsequent examination, in which case Licensee shall ensure addition to the payment of the amount of any such deficiency. 9. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY 9.1 LIMITED SERVICE WARRANTY; NO THIRD PARTY WARRANTIES. GUPTA does not warrant that the fees operation of the Products will be uninterrupted or error free, and expenses otherwise licenses the Products "AS IS." ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. As between DISTRIBUTOR and GUPTA, DISTRIBUTOR ASSUMES AND SHALL ENSURE THAT VAR ASSUMES, FULL RESPONSIBILITY for selecting Products and for ensuring that the Products selected are compatible and appropriate for use with the computers and other software with which they will be used. 9.2 NO WARRANTY FOR INTERACTION WITH USER COMPUTER. GUPTA DOES NOT WARRANT that any Product or GLS release is FREE FROM ERROR or that it will INTERFACE WITHOUT ANY PROBLEMS with the other components of such accountant an End-User's computer system. DISTRIBUTOR or applicable VAR shall be paid by advise each End-User that it is the sublicensee. Licensee shall provide Licensor with a copy responsibility of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee the End-User to BACK UP its computer or otherwise SAVE important data BEFORE INSTALLING any Product and shall be subject to Section 6(Confidentiality)continue to back-up its important data regularly.

Audit Rights. Licensee DISTRIBUTOR shall permit an independent public accountant designated by Licensor and reasonably acceptable shall require that its VARs shall keep full, accurate and complete books of account and all other related records of all matters relating to Licensee, to have access, no more than once in each calendar year during the Term and no more than twice during the this Agreement for a period of three (3) years from the end of each calendar years following the expiration year. GUPTA, its licensors, or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant their respective authorized representatives shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits examine and copy such books of its sublicensees account and other related records at all reasonable times during such period, to verify the correctness of amounts paid to GUPTA, DISTRIBUTOR's and each VAR's compliance with, and for any other matters arising out of, this Agreement. If any such examination discloses a deficiency in a comparable manner any payments made by DISTRIBUTOR to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale GUPTA of sublicensee are understated by greater more than 10 three percent (103%)) of such payment, DISTRIBUTOR shall reimburse GUPTA for all of the expenses connected with such examination and the next subsequent examination, in which case Licensee shall ensure addition to the payment of the amount of any such deficiency. DISTRIBUTOR____ GUPTA____ GUPTA PREMIUM International Distribution Agreement [GUPTA LOGO] 9. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY 9.1 LIMITED SERVICE WARRANTY; NO THIRD PARTY WARRANTIES. GUPTA does not warrant that the fees operation of the Products will be uninterrupted or error free, and expenses otherwise licenses the Products "AS IS." ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. As between DISTRIBUTOR and GUPTA, DISTRIBUTOR ASSUMES AND SHALL ENSURE THAT VAR ASSUMES, FULL RESPONSIBILITY for selecting Products and for ensuring that the Products selected are compatible and appropriate for use with the computers and other software with which they will be used. 9.2 NO WARRANTY FOR INTERACTION WITH USER COMPUTER. GUPTA DOES NOT WARRANT that any Product or GLS release is FREE FROM ERROR or that it will INTERFACE WITHOUT ANY PROBLEMS with the other components of such accountant an End-User's computer system. DISTRIBUTOR or applicable VAR shall be paid by advise each End-User that it is the sublicensee. Licensee shall provide Licensor with a copy responsibility of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee the End-User to BACK UP its computer or otherwise SAVE important data BEFORE INSTALLING any Product and shall be subject to Section 6(Confidentiality)continue to back-up its important data regularly.

Audit Rights. Licensee Purchaser with respect to Section 2.2.3 and this Article 4 and Seller with respect to Sections 2.3.4 and 4.1 shall permit keep complete and accurate books and records for purposes of documenting the amount and calculations of, as applicable, Net Sales [***], Gross Profit, Gross Profit Split, the Compensatory Payments and, to the extent it is a basis for an increase in the Transfer Price pursuant to Section 4.1, increases in Raw Material Costs and Labor Costs. Said books of account shall be kept at Purchaser's or Seller's principal place of business, as applicable. Upon reasonable notice, each Purchaser or Seller, as applicable, at its expense, shall have the right to have an independent public accountant designated by Licensor and accounting firm (reasonably acceptable to Licenseethe other party) obtain access to the other party's financial records, to have accessduring reasonable business hours, no solely for the purpose of verifying such party's payments hereunder; provided, however, that this right may not be exercised more than once in each any calendar year during (unless a prior audit by the Term audited party in such calendar year reveals a discrepancy of the greater of 5% of the payment(s) audited or $25,000 in any calendar quarter and then the auditing party may exercise its audit right no more than twice during such calendar year). The accountants engaged by the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books auditing party shall report to the extent necessary auditing party only information of the audited party related to determine the accuracy of Net Sales reportedthe audited party's calculations then being audited. The findings of the accountants engaged by the auditing party shall be final and binding upon the parties hereto, and the payments made, by Licensee attributable to Licensor within the three (3) year any particular period immediately preceding may only be audited once for such an auditperiod. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result Any underpayment or overpayment of the audit. If amount due hereunder due to a miscalculation of such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due amount shall be paid promptly within 30 days after the delivery of a written accountants' report to each party. In the appropriate Party. If Net Sales are understated by event any such audit reveals a shortfall greater than ten percent (10%)5% of the payment(s) audited or $25,000 in any calendar quarter, then the fees and expenses reasonable costs of the accountants engaged by the auditing party to perform such accountant audit shall be reimbursed by the audited party. Any underpayment or overpayment amount paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner pursuant to this Section 3.2.8 and if requested by Licensor 4.5 shall appoint an independent public accountant to conduct accrue interest on such audit, amount from the original due date at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Overdue Interest Amount.

Audit Rights. Licensee 11.1 NVH and each Buyer Company shall permit maintain accurate books of account and records that directly relate to each Buyer Company’s Product requirements, the purchases of Products hereunder, the calculation of any credits, any third-party pricing proposals that relate to the establishment of a competitive price for any Product or any other information related to the completion of documentation required hereunder (collectively, the “Buyer Company Records”). The Buyer Company Records shall be maintained centrally at Porcher’s corporate headquarters in Badinieres, ▇▇▇▇▇, ▇▇▇▇▇▇. 11.2 AGY shall have the right to request that a nationally-recognized certified public accounting firm conduct an independent public accountant designated by Licensor and reasonably acceptable to Licensee, to have access, audit of the Buyer Company Records no more frequently than once in each two (2) times during any calendar year during the Term and no more than twice during the three (3) calendar years six-month period following expiration of the expiration or termination of this Agreement, during regular business hours and upon at least Term for any reason. Each such request shall be made no later than sixty (60) days written notice, to Licensee’s records and books following the expiration of any semester occurring prior to the extent necessary expiration of the Term or sixty (60) days following the expiration of the Term. Prior to determine beginning the accuracy of Net Sales reportedaudit, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant audit firm shall be under execute a confidentiality obligation to Licensee to disclose to Licensor only (a) agreement in the accuracy of Net Sales reported form reasonably requested by NVH and the basis for royalty and other payments made report of such audit firm shall solely state the conclusion of such auditor as to Licensor whether the Buyer Companies have complied with their obligations under this Agreement and (b) shall not disclose any information regarding the difference, if any, such reported and paid amounts vary from amounts determined as a result identity of any other suppliers of the auditBuyer Companies. If The fees and expenses of such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due audit shall be paid promptly to the appropriate Party. If Net Sales are understated born by greater AGY unless such audit shows that NVH or any Buyer Company has misrepresented any purchase or pricing information by more than ten five percent (105%), then in such case the fees and expenses of such accountant audit shall be paid borne jointly and severally by Licensee; otherwise Buyer Companies. The rights granted to AGY under this Section 11.2 are subject to the following: (A) AGY must provide NVH with at least ten (10) days’ prior written notice before any audit and (B) the audit must be conducted at Porcher’s corporate headquarters in France during Porcher’s normal business hours in a manner as not to unreasonably interfere with Porcher’s normal business activities. 11.3 NVH shall have the right, on behalf of Buyer Companies, to request that a nationally-recognized certified public accounting firm conduct an audit of AGY’s books and records that directly relate to the sale of Products no more frequently than two (2) times during any calendar year during the Term and during the six-month period following expiration of the Term for any reason. Each such request shall be made no later than sixty (60) days following the expiration of any semester occurring prior to the expiration of the Term or sixty (60) days following the expiration of the Term. Prior to beginning the audit, such audit firm shall execute a confidentiality agreement in the form reasonably requested by AGY and the report of such audit firm shall solely state the conclusion of such auditor as to whether AGY has complied with its obligations under this Agreement and shall not disclose any information regarding the identity of any other customers of AGY. The fees and expenses of such audit shall be borne by NVH unless such audit shows that AGY has misrepresented any relevant sales, output or pricing information by more than five percent (5%), then in such case the fees and expenses of such accountant audit shall be paid borne by LicensorAGY. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject The rights granted to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees NVH under this Section 3.2.811.3 are subject to the following: (A) NVH must provide AGY with at least ten (10) days’ prior written notice before any audit and (B) the audit must be conducted at AGY’s corporate headquarters during AGY’s normal business hours in a manner as not to unreasonably interfere with AGY’s normal business activities. 11.4 To the extent necessary, such reports appropriate adjustments will be made to the books and records of the Parties to reflect the actual results of the audit and the actual results shall be deemed Confidential Information used to reconcile any errors in the immediately succeeding semester, including, without limitation, the recalculation of Licensee and shall be subject to Section 6(Confidentiality)Liquidated Damages (if any) for such semester.

Audit Rights. Licensee (a) At the Direction of Noteholders of at least 35% of the Outstanding Principal Balance of the Senior Class of Notes, the Senior Trustee shall instruct the Servicer on behalf of the Issuer to exercise the Issuer’s rights pursuant to Section 9.8 of the Counterparty License Agreement to have the financial books and records of Counterparty audited by an independent certified public accountant permitted by the Counterparty License Agreement (which audit may only be made at the times and in the manner provided by and otherwise in conformity with the requirements of the audit rights of the Seller provided for by Section 9.8 of the Counterparty License Agreement), and the Issuer shall promptly provide to the Trustee for distribution to Noteholders and Beneficial Holders on the Approved Holder List within five Business Days after receipt thereof any written report that the Issuer receives with respect to such inspection or audit, which written report shall be treated confidentially pursuant to the terms of the Confidentiality Agreement; provided, however, that nothing in this Section 6.14(a) shall prohibit or restrict the Issuer’s ability to unilaterally exercise its rights pursuant to Section 4.7 of the Purchase and Sale Agreement in the absence of any such Direction of the Noteholders. (b) At the Direction of Noteholders of at least 35% of the Outstanding Principal Balance of the Senior Class of Notes, the Issuer shall, upon not less than ten Business Days’ prior written notice to the Issuer, permit an independent public accountant designated accounting firm of nationally recognized standing selected by Licensor such Noteholders to make such inspection and audit of the books and records of the Issuer as may reasonably acceptable be necessary to Licenseedetermine the correctness of any Distribution Report, including the calculations made by the Calculation Agent in respect of any Calculation Date, as set forth in Section 3.5, and the payments made pursuant to have accessSection 3.7 with respect thereto. Such inspection and audit (x) may not be conducted more than once during any calendar year, no (y) shall be conducted by such accounting firm during normal business hours at such place or places where such books and records are held and (z) may not be conducted more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination respect of any given Calculation Date. Subject to this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%Section 6.14(b), the Issuer shall make available to such accounting firm such books and records of the Issuer reasonably pertinent to such inspection and audit and shall reasonably cooperate with such accounting firm in connection therewith. Any and all fees and expenses of such accountant accounting firm incurred in connection with any such inspection and audit (the “Audit Expenses”) shall constitute Expenses; provided, that any and all such Audit Expenses exceeding $20,000 per annum shall be borne solely by the Noteholders in accordance with Section 3.7(d) if the report prepared by such accounting firm does not disclose that there was a shortfall of 5% or more in the amounts paid during such period(s) when compared to the amounts that should have been paid during such period(s) in accordance with this Indenture. Such accounting firm shall prepare a report disclosing its conclusions with respect to the accuracy or inaccuracy of the amounts inspected and audited and shall furnish such report to the Trustee for distribution to Noteholders and Beneficial Holders on the Approved Holder List. In the event of any inaccuracy reported by Licensee; otherwise such accounting firm, the fees and expenses of such accountant Issuer shall cause the amounts to be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to the Collection Account for distribution on the immediately succeeding Payment Date pursuant to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts 3.7(a) to reserve the right to conduct audits of its sublicensees be adjusted in a comparable manner to this accordance with Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality3.7(d).

Audit Rights. Licensee shall permit an independent public accountant designated Upon Company’s receipt of reasonable prior written notice, Company and its Affiliates and Sublicensees will provide the Licensor Parties and their accountants and/or agents with access to all of the books, records, key personnel and related background information required by Section 4 to conduct a review or audit of Sales, and all of the royalties, fees, and other payments payable under this Agreement. Access will be made available: (a) during normal business hours; (b) in a manner reasonably designed to facilitate the Licensor Parties ’s review or audit without unreasonable disruption to Company’s business; and reasonably acceptable to Licensee, to have access, (c) no more than once in each calendar year during the Term (as defined below) and for a period of Five (5) years thereafter. Company will promptly pay to the Licensor Parties the amount of any underpayment determined by the review or audit, plus accrued interest. If the review or audit determines that Company has underpaid any payment by Five Percent (5%) or more, then Company will also promptly pay the costs and expenses of the Licensor Parties and its accountants in connection with the review or audit. In addition, once Sales of Licensed Products exceed [*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*] Dollars ($[*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*]) annually, Company will conduct, at the Licensor Parties’ request, no more than twice during the three once every Two (32) calendar years following the expiration or termination years, at its own expense, an independent audit of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reportedSales, and payments madeall of the royalties, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty fees, and other payments made to Licensor due or paid under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result Agreement. Promptly after completion of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly Company will provide to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with Parties a copy of all audit reports the report of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee the independent auditors along with any underpayments and shall be subject to Section 6(Confidentiality)interest thereon.

Audit Rights. Licensee Provided Tenant notifies Landlord in accordance with the terms of Paragraph 4(f) above that Tenant disputes a statement received from Landlord, Tenant or its CPA (as defined below) shall permit have the right, at Tenant’s sole cost and expense, provided Tenant utilizes a Certified Public Accountant (the “CPA”) compensated solely on an independent public accountant designated by Licensor and reasonably acceptable hourly basis, upon at least thirty (30) days’ prior notice to Licensee, to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, Landlord at any time during regular business hours hours, to audit, review and upon at least sixty photocopy Landlord’s records pertaining to Operating Expenses for the immediately previous calendar year only. Tenant shall complete the audit and present any disputed charges to Landlord, in writing, within six months of receipt of Landlord’s statement pursuant to Paragraph 4(c) above. If, following Landlord’s receipt of the audit and any disputed charges (60the “Report Date”), Landlord disputes the findings contained therein, and Landlord and Tenant are not able to resolve their differences within thirty (30) days written noticefollowing the Report Date, to Licenseethe dispute shall be resolved by binding arbitration as follows: Landlord and Tenant shall each designate an independent certified public accountant, which shall in turn jointly select a third independent Certified Public Accountant (the “Third CPA”). The Third CPA, within thirty (30) days of selection, shall, at Tenant’s sole expense, audit the relevant records and books certify the proper amount within. That certification shall be final and conclusive. If the Third CPA determines that the amount of Operating Expenses billed to Tenant was incorrect, the appropriate party shall pay to the extent necessary other party the deficiency or overpayment, as applicable, within thirty (30) days following delivery of the Third Party CPA’s decision, without interest. If the Third CPA determines that the actual amount of Operating Expenses paid by Tenant during the period covered by such statement (“Expense Period”) exceeds the amount properly payable by Tenant hereunder during such Expense Period by an amount greater than five percent (5%) of the actual Operating Expenses properly chargeable to determine Tenant during such Expense Period, then Landlord shall pay for the accuracy cost of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported CPA and the basis Third CPA. In all other cases, Tenant shall pay for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result cost of the auditThird CPA. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly Tenant agrees to keep all information thereby obtained by Tenant confidential and to obtain the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits agreement of its sublicensees in a comparable manner CPA and Third CPA to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct keep all such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicenseeinformation confidential. Licensee Tenant shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject CPA agreements to Section 6(Confidentiality)Landlord promptly upon request.

Audit Rights. Licensee Purchaser with respect to Section 2.2.3 and this Article 4 and Seller with respect to Sections 2.3.4 and 4.1 shall permit keep complete and accurate books and records for purposes of documenting the amount and calculations of, as applicable, Net Sales [***], Gross Profit, Gross Profit Split, the Compensatory Payments and, to the extent it is a basis for an increase in the Transfer Price pursuant to Section 4.1, increases in Raw Material Costs and Labor Costs. Said books of account shall be kept at Purchaser's or Seller's principal place of business, as applicable. Upon reasonable notice, each Purchaser or Seller, as applicable, at its expense, shall have the right to have an independent public accountant designated by Licensor and accounting firm (reasonably acceptable to Licenseethe other party) obtain access to the other party's financial records, to have accessduring reasonable business hours, no solely for the purpose of verifying such party's payments hereunder; provided, however, that this right may not be exercised more than once in each any calendar year during (unless a prior audit by the Term audited party in such calendar year reveals a discrepancy of the greater of 5% of the payment(s) audited or $25,000 in any calendar quarter and then the auditing party may exercise its audit right no more than twice during such calendar year). The accountants engaged by the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books auditing party shall report to the extent necessary auditing party only information of the audited party related to determine the accuracy of Net Sales reportedthe audited party's calculations then being audited. The findings of the accountants engaged by the auditing party shall be final and binding upon the parties hereto, and the payments made, by Licensee attributable to Licensor within the three (3) year any particular period immediately preceding may only be audited once for such an auditperiod. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result Any underpayment or overpayment of the audit. If amount due hereunder due to a miscalculation of such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due amount shall be paid promptly within 30 days after the delivery of a written accountants' report to each party. In the appropriate Party. If Net Sales are understated by event any such audit reveals a shortfall greater than ten percent (10%)5% of the payment(s) audited or $25,000 in any calendar quarter, then the fees and expenses reasonable costs of the accountants engaged by the auditing party to perform such accountant audit shall be reimbursed by the audited party. Any underpayment or overpayment amount paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner pursuant to this Section 3.2.8 4.5 shall accrue interest on such amount from the original due date at the Overdue Interest Amount. [***] Certain information on this page has been redacted and if filed separately with the Securities and Exchange Commission. Confidential treatment has been requested by Licensor shall appoint an independent public accountant with respect to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)omitted portions.

Audit Rights. Licensee shall permit Each Party, through an independent independent, internationally recognized certified public accountant designated by Licensor and reasonably acceptable to Licenseethe other Party, shall have the right to have accessaccess and audit the other Party’s (including its Affiliates’ and Designated Parties’, no more than once as applicable) relevant books and records kept in each calendar year during accordance with Article 8.7 for the Term and no more than twice during the three (3) calendar years following the expiration or termination sole purpose of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported with respect to Licensor’s right to audit, verifying Licensee’s milestone and the basis for royalty and other payments made to Licensor due under this Agreement and the calculation of Net Sales upon which such milestone and royalty payments are calculated, and (b) the differencewith respect to Licensee’s right to audit, if anyapplicable, verifying the cost as the basis of Supply Price charged by Licensor pursuant to Article 7.1; such reported access shall be conducted after reasonable prior notice by the auditing Party to the audited Party during the audited Party’s ordinary business hours, shall not be more frequent than once during any Calendar Year. Such accountant shall execute a confidentiality agreement with the audited Party in customary form and shall only disclose to the auditing Party whether, in the case of Licensor as the auditing Party, Licensee paid amounts vary from amounts determined Licensor the correct milestone and royalty payments due under this Agreement during the audit period and, in the case of Licensee as a result the auditing Party, Licensor charged the correct Supply Price based on the applicable COGS during the audit period and if not, any information necessary to explain the source of the auditdiscrepancy. If such examination results in audit determines that Licensee underpaid any amount properly due and such determination is not subject to a determination that Net Sales or payments have been misstatedgood faith dispute, over or under paid amounts due then Licensee shall be paid promptly pay Licensor an amount equal to the appropriate Partysuch underpayment. If Net Sales are understated such audit determines that Licensee overpaid Licensor and such determination is not subject to a good faith dispute, then Licensee may take a credit for such overpayment against any future payment due to Licensor (if there will be no future payment, Licensor shall promptly issue a refund to Licensee in the amount of such overpayment). The auditing Party shall bear the full cost of such audit unless such audit discloses (i) in the case of Licensor as the auditing Party, an underpayment of milestones or royalties by greater Licensee of more than ten five percent (105%)) of the amount due for the audited period, or (ii) in the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information case of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve as the right to conduct audits auditing party, an overcharge of its sublicensees in a comparable manner to this Section 3.2.8 and if requested the Supply Price by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater more than 10 five percent (105%)) of the amount due for the audited period, in which case Licensee the audited Party shall ensure that bear the fees and expenses full cost of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)audit.

Audit Rights. Licensee Until December 31, 2027, upon reasonable advance written notice from the Acting Holders, Parent shall permit an independent certified public accountant designated accounting firm of nationally recognized standing selected by Licensor such Acting Holders and reasonably acceptable to Licensee, Parent to have accessaccess at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided, no that (x) such Acting Holders (and, if applicable, such accounting firm) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. If the accounting firm concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall pay in accordance with Section 2.4(b) to each Holder such Milestone Amount, plus interest from the final due date of such Milestone Amount to the date of actual payment in accordance with Section 7.9. Either Parent or the Rights Agent may seek dispute resolution in accordance with Section 7.5 with respect to the accounting firm’s decision within 60 days after receipt thereof in order to verify the basis thereof and, if warranted, potentially challenge such decision. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent reasonably necessary to allow for compliance with this Section 4.5. The audit rights set forth in this Section 4.5 may not be exercised by the Acting Holders more than once; provided, however, that if the Acting Holders desire to exercise the audit rights set forth in this Section 4.5 more than once, the Acting Holders, on behalf of the Holders, may exercise such rights one or more additional times (but not more frequently than once in each calendar year during the Term any given twelve (12) month period) and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) responsible for the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the differencecosts, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant additional audits; provided, further, that if an additional audit determines that the Milestone Amount should have been paid, but was not, then Parent shall be paid by Licensee; otherwise responsible for the fees and expenses cost of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality).

Audit Rights. Licensee On no less than five (5) business days notice from Medicis, Impax shall permit make all such records, books of account, information and data concerning (i) its sales of Existing Products pursuant to this Agreement; and (ii) its manufacture of any Existing Products, or (iii) to the extent in its possession, the manufacture of Existing Products on behalf of Impax by its Third Party contract manufacturer, in each case available for inspection during normal business hours by an independent public accountant designated auditor selected by Licensor Medicis and reasonably acceptable to Licensee, Impax for the purpose of an audit to have access, no determine the accuracy of the reports delivered and amounts paid by Impax pursuant to Section 3.1; provided that Medicis may not request such inspection more than once in each any calendar year unless a discrepancy has been identified by Medicis and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 3.1 during the Term preceding three years. Upon reasonable belief of discrepancy or dispute, Medicis’ external auditors shall be entitled to take copies or extracts from such records, books of account, information and no more than twice during data (but only to the three (3) calendar years following extent related to the expiration or termination of contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 3.3, during regular business hours the external auditor shall sign a confidentiality agreement with Impax providing that, as between the external auditor and upon at least sixty (60) days written noticeImpax, such records, books of account, information and data shall be treated as Confidential Information of Impax but may be disclosed to Licensee’s records and books Medicis solely to the extent necessary to determine the accuracy of Net Sales reported, document a discrepancy in any reports delivered and payments made, amounts paid by Licensee Impax pursuant to Licensor within the three (3) year period immediately preceding such an auditSection 3.1. The independent public accountant Medicis shall be under solely responsible for its costs in making any such audit, unless Medicis identifies a confidentiality obligation discrepancy in favor of Impax in the calculation of the share of Gross Profit paid to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor Medicis under this Agreement and in any calendar year from those properly payable for that calendar year of five percent (b5%) the differenceor greater, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due which event Impax shall be paid promptly to solely responsible for the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses reasonable cost of such accountant shall be paid by Licensee; otherwise the fees audit and expenses of such accountant shall be paid by Licensorpay Medicis any underpayment. All matters reviewed information disclosed by such independent public accountant Impax pursuant to this Section shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Impax.

Audit Rights. Licensee shall permit (a) OXB may, upon written notice to Client, appoint an internationally-recognised independent public accountant designated by Licensor and accounting firm (which is reasonably acceptable to LicenseeClient) (the “Auditor”) for the purpose of verifying the accuracy of any statement or report given OXB under this Agreement. The Auditor shall keep confidential all information reviewed during such audit. The Auditor shall have the right to disclose to OXB only its conclusions regarding any payments owed under this Agreement. (b) Client and its Affiliates shall make, and Client shall use reasonable efforts to contractually require and use reasonable efforts to cause its sub-licensees to make, its records available for inspection by such Auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from OXB. In the event that despite such reasonable efforts Client does not obtain a right for the Auditor to inspect such records, then Client shall obtain similar contractual rights for itself and exercise such right at OXB’s request, to have access, no the extent such right is contractually available. The records shall be reviewed solely to verify the accuracy of any statement or report given to OXB under this Agreement. Such inspection right shall not be exercised more than once in each calendar year during any Year. OXB agrees to hold in strict confidence all information received and all information learned in the Term and no more than twice during the three (3) calendar years following the expiration course of any audit or termination of this Agreementinspection, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books except to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor enforce its rights under this Agreement or if disclosure is required by law, regulation or judicial order. (c) In the event that the inspection reveals an underpayment or overpayment by Client, the underpaid or overpaid amount shall be settled promptly and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result in any event within [***] of the audit. If such examination results in issue of a determination that Net Sales or payments have been misstated, over or under paid amounts due written final report of the Auditor. (d) OXB shall be paid promptly to responsible for the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at LicensorAuditor’s expense, charges unless the Net Sale Auditor certifies that there is an overcharge, or under-reporting and underpayment, of sublicensee are understated by greater more than 10 percent (10%)[***] in aggregate amounts payable for any Year, in which case Licensee Client shall ensure pay the Auditor’s charges in respect of that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)inspection.

Audit Rights. Licensee Notwithstanding any other conditions of this Agreement, the books and records of University hereunder will be made available upon request, at the University's regular place of business, for audit by personnel authorized by the Company. Additionally, the books and records pertaining to this Agreement and any Task Orders shall be retained by the University for a period of three years following final payment. The period of access and examination described above, for the records which relate to (a) litigation or settlement of claims arising out of the performance of this Agreement or (b) costs and expenses of this Agreement as to which exception has been taken by the parties shall continue until such litigation, claims, or exceptions have been disposed of. Company shall keep complete and accurate records pertaining to the sale or other disposition of the Product and of the royalty payments and other amounts payable under this [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Agreement in sufficient detail to permit University and/or its licensors to confirm the accuracy of all payments due hereunder and provided herein. University shall have the right to cause an independent independent, certified public accountant designated by Licensor to audit such records and reasonably acceptable Work done to Licensee, to have access, confirm Company's Net Sales and royalty payments for the preceding year. Information obtained during such an audit shall be the Confidential Information of Company as defined in Section 15. Such audit rights may be exercised no more often than once in each calendar year during the Term and no more than twice during the a year, within three (3) years after the calendar years following quarter to which such records relate, upon reasonable notice to Company and during normal business hours. University will bear the full cost of such audit unless such audit discloses an underpayment of more than [ * ] from the amount of royalty payments due. In such case, Company shall bear the full cost of such audit. Within thirty (30) days of the completion of such audit, Company shall pay to University the amount of any underpayment disclosed in such audit, or University shall pay to Company the amount of any overpayment disclosed in such audit, as applicable. The audit rights of both parties shall survive any termination or expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy Agreement for a period of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)years.

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor and reasonably acceptable to Licensee, to have access, no more than once in each calendar year during a. During the Term and no more than twice during continuing until the three date one (31) calendar years year following the date of expiration or of earlier termination of this Agreement, * may, audit the financial *Confidential material omitted and separately filed with the Commission under an application for confidential treatment. books, information systems and records of Video Update as reasonably necessary to verify Video Update's compliance with its obligations under this Agreement; provided, however, that (a) such audit shall be at the sole cost and expense of * (unless such audit reveals that payments due to * for any twelve (12) month period were understated by more than five (5%), in which case, in addition to all other rights which * may have, Video Update shall promptly reimburse * to the extent of its reasonable out-of-pocket costs of such audit,) (b) * may not audit more than twice per year (and no such audit shall continue for more than thirty (30) calendar days from the date the auditors are given access to the applicable records), and (c) any such audit shall be conducted only during regular business hours and upon at least sixty (60) days written notice, in such a manner as not unreasonably to Licensee’s interfere with the normal business activities of Video Update. Video Update shall keep and maintain complete and accurate books of account and records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor in connection with its obligations under this Agreement and at its principal place of business until the date thirty-nine (b39) months following the difference, if any, such reported and paid amounts vary from amounts determined as a result date of rendering of the initial statement reflecting such records unless a legal action with regard thereto is commenced during such period. b. During the Term and continuing until the date one (1) year following the date of expiration or earlier termination of this Agreement, * (and its agents or representatives) may inspect, examine, audit, and make copies of the books, records, invoices, and store premises of Stores. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due * rights hereunder shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve also include the right to conduct audits inspect and examine the premises and inventory of Copies of Stores, warehouses, transfer or storage facilities, and any other locations under Video Update's operation or control. Video Update and Store employees shall cooperate with * exercise of its sublicensees in a comparable manner rights hereunder and provide * such assistance as * shall reasonably request to enable * to verify Video Update's compliance with the terms of this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct Agreement. Any such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant audit shall be paid by conducted only during regular business hours and in such a manner as not unreasonably to interfere with the sublicensee. Licensee shall provide Licensor with a copy normal business activities of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Store.

Audit Rights. Licensee AIT Therapeutics shall permit have the right to have an independent public accountant designated by Licensor and accounting firm of its own selection but reasonably acceptable to LicenseeCircassia, and at AIT Therapeutics’ own expense (except if the result of such audit reveals an underpayment exceeding five percent (5%) of the amounts actually due to AIT Therapeutics for the audit period in question, in which case such audit shall be at Circassia’s expense), examine the relevant books and records of account of Circassia and any of its Affiliates during reasonable business hours upon reasonable prior written notice to Circassia and not more often than once each calendar year, for not more than two (2) previous years, to determine whether appropriate payment have accessbeen made to AIT Therapeutics hereunder. AIT Therapeutics may exercise such right until the end of one (1) year after the termination or expiration of any payment obligation by Circassia under this Agreement. Circassia shall promptly pay to AIT Therapeutics the full amount of any undisputed underpayment. If the amount of the underpayment is greater than five percent (5%) on an annualized basis, no more Circassia shall pay interest on that amount that is in excess of five percent (5%) at the rate of LIBOR plus five percent (5%) per year, or the maximum rate permitted by applicable Law, whichever is less, in either case compounding annually from the date payment was due. Any overpayment by Circassia shall be credited against future Circassia royalty payment obligations hereunder. Such public accounting firm shall treat as confidential, and shall not disclose to AIT Therapeutics, any information other than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination information which could otherwise be given to AIT Therapeutics pursuant to any provision of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy all of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant which shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined treated as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Circassia hereunder.

Audit Rights. Licensee Each party shall permit an independent public accountant designated by Licensor and reasonably acceptable to Licensee, have the right to have accessmutually ------------ acceptable independent CPA auditors (which auditors shall not be compensated on a contingency basis and shall be bound to keep all information confidential except as necessary to disclose discrepancies to the auditing party) audit and * CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT. THROUGHOUT THIS EXHIBIT CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THE PUBLIC FILING AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. analyze the other party's relevant accounting records to ensure compliance with the other party's payment obligations under this Section 6. Any such audit shall be permitted within thirty (30) days of receipt by the audited party of a written request from the auditing party to audit, during normal business hours, at a time mutually agreed upon; provided, however, that no audit of ICQ's accounting records may be conducted during the months of June through September. The cost of such an audit shall be borne by the auditing party unless a material discrepancy is found, in which case the cost of the audit shall be borne by the audited party. A discrepancy shall be deemed material if it involves a payment or adjustment of more than once five percent (5%) of the amount actually due from the audited party in each calendar year any given quarterly period. Neither party shall be audited more frequently than annually. Audits shall not interfere unreasonably with the audited party's business activities and shall be conducted in the audited party's facilities during normal business hours, at a time mutually agreed upon. An audit may cover any period; provided that: (i) the Term period has not been previously audited; and no more than twice during (ii) the period under audit is within a three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result commencement of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due The audited party shall be paid promptly to reimburse the appropriate Party. If Net Sales are understated by greater than ten percent (10%), auditing party for the fees and expenses amount of any discrepancy arising out of such accountant shall be paid by Licensee; otherwise audit which indicates that the fees and expenses auditing party is owed amounts hereunder as well as the costs of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expenseif applicable, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)as provided above.

Audit Rights. Licensee (i) The Service Recipient shall permit have the right to audit, the Services Fees and Recalculated Fees from time to time (but not more than one time with respect to any fiscal quarter) to determine whether they accurately reflect USC’s Fully Burdened Costs actually incurred for providing the Services. Upon request, USC shall reasonably cooperate in any such audit. If, based on any such audit, the Service Recipient determines that there has been an independent public accountant designated overpayment of any Services Fees, or disagrees with any Services Fees, the Parties will resolve any dispute over amounts paid or payable in accordance with the procedures set forth in Section 3.2(c). Each audit initiated pursuant to this Section 3.2(d)(i) shall be completed at the sole expense of the Service Recipient, and in no event shall such expense exceed $200,000 per audit. (ii) In the event (A) the Lenders dispute the amount of the Service Fees and Recalculated Fees in an amount in excess of $600,000 and (B) the Lenders have provided to the Parties written notice identifying, describing and including reasonable supporting documentation of such disputed amounts, the Lenders shall have the right to audit the Services Fees and Recalculated Fees to determine whether they accurately reflect USC’s Fully Burdened Costs actually incurred for providing the Services; provided, however, that, without limiting any other remedies that the Lenders may have at law or equity, by Licensor and reasonably acceptable contract, or otherwise, the Lenders shall be entitled to Licensee, to have access, dispute such amounts no more frequently than once in each calendar year during any twelve (12) month period. Upon request, USC shall reasonably cooperate in any such audit. If, based on any such audit, the Term Lenders determine that there has been an overpayment or underpayment of Services Fees, the Lenders shall notify both Parties of such underpayment or overpayment (and no more than twice during concurrently provide reasonable supporting documentation, along with the three reasoning, for such determination). Within thirty (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (6030) days written of receipt of such notice, to Licensee’s records the Parties shall notify each other and books the Lenders whether they agree with the Lenders’ determination. If both Parties agree, then any Party owing amounts to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined Party as a result of the auditaudit shall pay such sums to the other Party within five (5) Business Days thereafter. If such examination results in a either Party disputes the determination that Net Sales or payments have been misstatedof the Lenders’ audit, over or under paid any undisputed amounts due shall be paid promptly to within five (5) Business Days thereafter, and the appropriate Party. If Net Sales are understated by greater than ten percent (10%), Parties will resolve the fees and expenses of such accountant shall be paid by Licensee; otherwise dispute over the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to remaining amounts in accordance with the procedures set forth in Section 6 (Confidentiality3.2(c). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner Each audit initiated pursuant to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant 3.2(d)(ii) shall be paid by completed at the sublicensee. Licensee sole expense of the Service Recipient, and in no event shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)expense exceed $200,000 per audit.

Audit Rights. Licensee Landlord shall permit be entitled to an internal or independent public accountant designated by Licensor audit of all of Tenant’s books and reasonably acceptable records (including, without limitation, records pertaining to LicenseeLicense Fees, to have accessbank statements or other evidence of Net Capital Funding, no more than once in each calendar year during balance sheets, income statements, and cash flow statements) for the Term and no more than twice during the previous three (3) calendar years following to be conducted either by Landlord or an accountant to be designated by Landlord, at Landlord’s sole cost and expense, except as expressly described below in this Section 6.7. Such audit shall be conducted at the expiration corporate offices of Tenant, or termination of this Agreementwherever Tenant maintains its accounting books and records, during regular business hours and upon at least sixty not less than thirty (6030) days prior written notice. In the event Tenant’s corporate or other office where it maintains its books and records is located outside the city limits of Sausalito, to LicenseeCalifornia then such audit will be conducted either at Landlord’s records and books to offices or such other reasonable place that Landlord designates, including, without limitation, the extent necessary to determine offices of any independent bookkeeper or certified public account. Notwithstanding the accuracy of Net Sales reportedforegoing, and payments made, by Licensee to Licensor within the three Landlord shall not conduct more than one (31) year period immediately preceding such an auditaudit in any one (1) Lease Year. The independent public accountant If it shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the differenceestablished, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expensethat there has been a deficiency in the payment of Third Party Event Rent, unless such deficiency shall become immediately due and payable to Landlord as Additional Rent, and if the Net Sale of sublicensee are understated by greater than 10 deficiency exceeds five percent (105%)) of the total payment due by ▇▇▇▇▇▇, in which case Licensee Tenant shall ensure that also reimburse the fees reasonable costs and expenses incurred by Landlord for the audit at the time of paying the deficiency. If it is established that there has been an overpayment of Third Party Event Rent, then Tenant shall receive a credit against Rent due in the amount of such accountant overpayment. Any information gained from such statements or inspection shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee confidential and shall not be subject disclosed to Section 6(Confidentiality).the extent permitted by Laws and Orders, except to carry out the purposes hereof or as may be required by Laws and Orders.‌

Audit Rights. Licensee In the event of a dispute as to any Reconciliation Statement, Tenant will have the right, after reasonable notice, to inspect to inspect Owner’s accounting records at reasonable times. If, after such inspection, Tenant still disputes such Reconciliation Statement, upon Tenant’s request therefor, a certification as to the proper amounts due under such of Reconciliation Statement and the amount due to or payable by Tenant shall permit be made by an independent (i.e. not utilized by either party within the past three (3) years) certified public accountant designated mutually agreed to by Licensor Owner and reasonably acceptable Tenant. If Owner and Tenant cannot mutually agree to Licenseean independent certified public accountant, to have accessthen each party shall select an independent certified public accountant, no more than once in each calendar year during the Term and no more than twice during who then shall jointly select a third independent certified public accountant (failing which agreement either party may seek a judicial determination of such independent certified public accountant). Each of the three (3) calendar years following the expiration or termination of this Agreementindependent certified public accountants shall, during regular business hours and upon at least sixty within forty-five (6045) days written notice, to Licensee’s records after selection make a good faith determination of the amounts properly incurred and books to the extent necessary to determine the accuracy of Net Sales reporteddue under such Reconciliation Statement and any amounts then due, and payments madeshall notify Owner, by Licensee to Licensor within Tenant, and each other independent certified public accountant of such determinations. If all independent certified public accountants do not agree on of the amounts properly incurred and due under the Reconciliation Statement for the period in dispute, the common decision of two (2) of them shall be determinative. If two (2) of the three (3) year period immediately preceding such an audit. The independent certified public accountant are unable to so agree, the determination that is neither the highest nor lowest of the three (3) determinations shall be final determination of the amounts properly incurred and due under a confidentiality obligation such Reconciliation Statement for period in dispute. Such certification shall be final and conclusive as to Licensee all parties. If the certification reflects that Tenant has overpaid amounts due under final Reconciliation Statement for the period in question, then Owner shall promptly refund such excess to disclose Tenant and conversely, if Tenant has underpaid amounts due from Tenant thereunder, Tenant shall promptly pay such additional amounts to Licensor only (a) Owner. Each party shall be responsible for the accuracy cost of Net Sales reported its independent certified public accountant and the basis for royalty and other payments made to Licensor under this Agreement and (b) parties shall share in the difference, if any, such reported and paid amounts vary from amounts determined as a result costs of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such any jointly appointed independent certified public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)accountant.

Audit Rights. Licensee (a) From the Effective Date until the expiration of the Recordkeeping Period, upon prior written notice to Dermavant, the Purchasers shall permit have the right to audit, through an independent certified public accountant designated of national recognition selected by Licensor the Required Purchasers and reasonably acceptable to LicenseeDermavant, those accounts and records of Dermavant and its Affiliates involved in the Commercialization of the Product in the United States as may be reasonably necessary to have accessverify compliance by Dermavant and such Affiliates with this Agreement (including to verify the accuracy of the Revenue Interests paid to the Purchasers hereunder and the accuracy of any Quarterly Report and the calculation of the related Quarterly Revenue Amount); provided, however, that such audit right shall cease with respect to any accounts and records on the third (3rd) anniversary of the date of such accounts or records. Such audits must occur during normal business hours and upon providing at least twenty (20) Business Days prior written notice, and may occur no more than once in each calendar year during per Fiscal Year; provided, however, that if the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licenseeindependent certified public accountant’s records and books to the extent necessary to determine the accuracy report shows an underreporting of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than at least ten percent (10%), then the fees and expenses of such accountant Purchasers shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve have the right to conduct audits audit the accounts and records of Dermavant and its sublicensees Affiliates twice per Fiscal Year in a comparable manner to accordance with the terms of this Section 3.2.8 and if requested by Licensor 5.5. The Purchasers shall appoint an independent public accountant to conduct be solely responsible for the cost of any such audit, at Licensor’s expense, unless the independent certified public accountant’s report shows, in respect of any Fiscal Year then being reviewed, an underreporting of Net Sale of sublicensee are understated Sales for such Fiscal Year by greater more than 10 ten percent (10%), in which case Licensee Dermavant shall ensure be responsible for the expenses incurred by the Purchasers for the independent certified public accountant’s services. If any such audit results in a determination that any portion of the fees and expenses Revenue Interests was not properly paid to the Purchasers, unless Dermavant disputes the results of such accountant audit in accordance with Section 5.5(c), then such portion of the Revenue Interests shall be paid paid, within thirty (30) days after the receipt of such audit results, by Dermavant to the sublicenseePurchasers (in accordance with their Percentage Interests) in accordance with Section 5.2. (b) If Dermavant completes an audit of a Licensee’s books and records prior to the end of the Recordkeeping Period, Dermavant shall, subject to reasonable confidentiality obligations and any applicable limitations under Applicable Law, share with the Purchasers the written results of any such audit. In addition, prior to the expiration of the Recordkeeping Period, if, with respect to any Licensee, Dermavant does not during any consecutive twelve (12) month period undertake an audit reasonably sufficient to verify such Licensee’s compliance with the terms of this Agreement applicable to a Licensee (including as a Responsible Party), then, upon the reasonable request of the Required Purchasers, Dermavant shall provide Licensor undertake such an audit of such Licensee’s books and records, in accordance with a copy the provisions of all the applicable License Agreement and subject to any limitations under Applicable Law, and the Purchasers shall (severally in proportion to their Percentage Interests, but not jointly) reimburse Dermavant for the reasonable out-of-pocket costs of such audit reports unless the results of sublicensees under the audit shows, in respect of any Fiscal Year then being reviewed, an underreporting of Net Sales for such Fiscal Year by more than ten percent (10%), in which case Dermavant shall be responsible for such costs. (c) If Dermavant disputes the results of any audit conducted pursuant to this Section 3.2.85.5, the Parties shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such reports dispute within thirty (30) days, the dispute shall be deemed Confidential Information submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “Auditor”). The decision of Licensee and the Auditor shall be subject final and the costs of such procedure as well as the initial audit shall be borne among the Parties in such manner as the Auditor shall determine. If the Auditor determines that there has been an underpayment by Dermavant, then Dermavant shall pay to the Purchasers (in accordance with their Percentage Interests) in accordance with Section 6(Confidentiality)5.2 the underpayment within thirty (30) days after the Auditor’s decision, plus interest (as set forth in Section 5.3) from the original due date. If the Auditor determines that there has been an overpayment by Dermavant, then Dermavant shall take a credit for such overpayment against any future payments due to the Purchasers hereunder.

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor (i) GSK agrees to keep full, clear and reasonably acceptable accurate records for a Project regarding the FTEs provided pursuant to Licensee, to have access, no more than once in each calendar year this Section 2.4.1 during the Term and no more immediately preceding [***]. Anacor shall have a right, upon not less than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days calendar days' prior written noticenotice to GSK to have an independent accounting firm (selected by Anacor and mutually acceptable to GSK) review such books and records relating to such FTEs with respect to such [***] time period for the sole purpose of verifying compliance with this Section 2.4.1. Such audit shall not be performed more frequently than once per calendar year and shall be conducted under appropriate confidentiality provisions. Such examination is to be made at the expense of Anacor, to Licensee’s records and books except in the event that the results of the audit reveal a shortfall in the number of FTEs provided by GSK (i.e., relative to the extent necessary to determine number of FTEs required by this Section 2.4.1) of five percent (5%) or more over the accuracy of Net Sales reportedperiod being audited, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding in which case reasonable audit fees for such an audit. The independent public accountant examination shall be under a confidentiality obligation to Licensee to disclose to Licensor only paid by GSK. (ii) Anacor shall keep full, clear and accurate records regarding (a) amounts spent on the accuracy of Net Sales reported and the basis for royalty and other payments made Research Collaboration pursuant to Licensor under this Agreement Section 2.4.1(d), and (b) FTEs provided pursuant to Section 2.4.1 during the differenceimmediately preceding [***]. GSK shall have a right, if any, upon not less than sixty (60) calendar days' prior written notice to Anacor to have an independent accounting firm (selected by the GSK and mutually acceptable to the Anacor) review such reported books and paid amounts vary from amounts determined as a result records relating to the Funding Commitment and/or the FTEs for the sole purpose of verifying Anacor's compliance with the Funding Commitment and FTE commitment pursuant to Section 2.4.1. Such audit shall not be performed more frequently than once per calendar year and shall be conducted under appropriate confidentiality provisions. Such examination is to be made at the expense of the audit. If GSK, except in the event that the results of the audit reveal a shortfall in the Funding Commitment (i.e., relative to the Funding Commitment for a particular Project as set forth in the Research Plan) or the results of the audit reveal a shortfall in the number of FTEs provided by Anacor (i.e., relative to the number of FTEs required by this Section 2.4.1) of, in either case, [***] or more over the period being audited, in which case reasonable audit fees for such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise Anacor." [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. 7. Anacor's address and facsimile number in Section 14.8 of the fees Agreement is hereby amended to read as follows: "Anacor Phamaceuticals, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Chief Executive Officer Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇" 8. In connection with Anacor's Series E Financing (the "Series E Financing"), Anacor and expenses GSK have entered into to that certain Series E Preferred Stock Purchase Agreement and related documents of such accountant even date herewith, pursuant to which GSK purchased Thirty Million U.S. Dollars (U.S. $30,000,000) in preferred stock of Anacor. The Parties acknowledge and agree that GSK's participation in the Series E Financing satisfies any obligation of GSK to purchase Anacor equity as provided in Section 6.2 of the Agreement. 9. The term "GSK Collaboration Compounds" in Section 3.1.2 and Section 4.3.2 is hereby deleted and replaced with the term "GSK Development Compounds". 10. This Amendment amends the terms of the Agreement as expressly provided above, and the Agreement, as so amended and including all of its other terms and provisions that are not amended, remains in full force and effect. This Amendment and any dispute arising from the performance or breach hereof shall be paid governed by Licensorand construed and enforced in accordance with the laws of the State of New York without reference to conflicts of laws principles. All matters reviewed by such independent public accountant This Amendment may be executed in counterparts, all of which taken together shall be deemed Confidential Information of Licensee regarded as one and shall be subject to Section 6 (Confidentiality)the same instrument. Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee[***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

Audit Rights. Licensee ▇▇▇▇▇▇ shall permit an independent public accountant designated by Licensor and reasonably acceptable have the right, upon thirty (30) days’ prior written notice to LicenseeOraSure, to have accessconduct during normal business hours a quality assurance audit (subject to Section 4.3) and inspection of OraSure’s records and production facilities relating to OraSure’s compliance with the terms of this Agreement, no more than once in each calendar year during including with respect to the Term Manufacture of Products, and no more than twice during the to perform follow-up audits as reasonably necessary. The duration of such audits shall not exceed three (3) calendar years following days and such audits shall be performed by no more than three (3) auditors. Notwithstanding the expiration foregoing, in no event shall ▇▇▇▇▇▇ be entitled to conduct more than one (1) audit in any Calendar Year, whether such audit occurs under Section 4.3 or termination this Section 6.3, unless significant compliance issues are discovered during such audit in which case ▇▇▇▇▇▇ shall be entitled to conduct reasonable follow up audits in accordance with this Section 6.3. At OraSure’s request, ▇▇▇▇▇▇ shall provide OraSure with a written summary of the results of any audit conducted under this Section 6.3. Notwithstanding the foregoing, ▇▇▇▇▇▇ shall have the right at any time during the Term of this Agreement, during regular business hours and upon at least sixty (60) days reasonable prior written noticenotice to OraSure, to Licensee’s records and books conduct any audits specifically mandated by the FDA or to respond to specific questions from the FDA, to the extent necessary such audits relate to determine the accuracy Products or Manufacture thereof. Visits by ▇▇▇▇▇▇ to OraSure’s production facilities may involve the transfer of Net Sales reportedConfidential Information, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding any such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality)the terms of Article 12 hereof. Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses The results of such accountant audits and any information obtained during such audits shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed considered Confidential Information of Licensee the party disclosing such Confidential Information and shall not be subject disclosed by the receiving party to Section 6(Confidentiality)third persons, including but not limited to the FDA, except in accordance with Article 12. If ▇▇▇▇▇▇ utilizes auditors that are not employees of ▇▇▇▇▇▇, each of such auditors shall execute a non-disclosure agreement, with confidentiality terms at least as stringent as those set forth herein which protect the Confidential Information of OraSure, and ▇▇▇▇▇▇ shall provide OraSure with written representation that such auditors have executed such non-disclosure agreement.

Audit Rights. Licensee Sprint will provide to each SIG Party, at the time the adjustment analysis is completed pursuant to Sections 2.1.2, 2.2.1.2, 2.2.2.2, 2.2.3.2 and/or 2.2.4.3, written confirmation from the President, Wholesale Services of Sprint that Sprint is in compliance with the provisions of this Schedule 1.0, such notification to include a reasonably detailed description of the applicable adjustment, if any, but not including the underlying data related to Sprint’s retail business; provided that to the extent that Sprint provides the underlying data related to Sprint’s retail business to any other reseller, Sprint shall permit provide comparable information to the SIG Parties. The SIG Parties then party to this Agreement shall have the right at any time during the Term (including any phase-out period), at the SIG Parties’ sole cost and expense and upon 60 days’ prior written notice, to cause the examination (during reasonable business hours) of those books and records of Sprint reasonably necessary to determine Sprint’s compliance with the provisions of this Schedule 1.0 (“Pricing Related Obligations”). Any such examinations shall be conducted by an independent certified public accountant accounting firm designated by Licensor and reasonably acceptable the SIG Parties then party to Licenseethe Agreement (it being understood that if such independent certified public accounting firm is not a “Big 4” accounting firm, then Sprint shall have the right to have accessapprove the SIG Parties’ designation of such independent certified public accounting firm (which approval shall not be unreasonably withheld, conditioned or delayed)) (hereinafter the “Independent Auditor”). The SIG Parties’ right to perform such an audit shall be limited to no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreementfor each 6-Month Period. If, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results performed hereunder, the Independent Auditor determines that Sprint is in a determination that Net Sales or payments have been misstatedcompliance with the Pricing Related Obligations, over or under paid amounts due then the Independent Auditor shall be paid promptly provide written notice to the appropriate PartySIG Parties stating only that Sprint is in compliance. If Net Sales are understated by greater than ten percent (10%)If, as a result of the examination performed hereunder, the fees and expenses of such accountant Independent Auditor determines that Sprint has failed to comply with the Pricing Related Obligations, then the Independent Auditor shall be paid by Licensee; otherwise commence good faith discussions with Sprint regarding the fees and expenses of such accountant shall be paid by Licensorprovisions at issue. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve In the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such auditevent that after good faith discussions, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%)Independent Auditor concludes that Sprint is, in which case Licensee shall ensure that fact, in compliance with the fees and expenses of such accountant shall be paid by Pricing Related Obligations, then the sublicensee. Licensee Independent Auditor shall provide Licensor written notice to the parties stating only that Sprint is in compliance. In the event that after good faith discussions, the Independent Auditor concludes that Sprint has failed to comply with a copy the Pricing Related Obligations, then Sprint shall authorize the Independent Auditor to provide to the SIG Parties only that limited information acquired during the course of all audit reports of sublicensees under this Section 3.2.8the examination as is necessary, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality).in the Independent Auditor’s

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor and reasonably acceptable to Licensee, to have access, no more than once in each calendar year during (a) During the Term and no more than twice during for a period of six (6) months thereafter, Frelii shall have the three right at its sole cost and expense to inspect the books and records of Genecor (3including the Records) in respect of all matters pertaining to this Agreement (each an “Audit”) upon request, acting reasonably, and as may be mandated by a Regulatory Authority or Applicable Laws. (b) With respect to each Audit: (i) Frelii shall provide Genecor with 15 calendar years following the expiration or termination days prior written notice of this Agreementits intention to conduct such Audit unless Frelii determines, during regular business hours and upon at least sixty in its reasonable discretion, that a shorter notice period is required; (60ii) days written notice, to Licensee’s records and books to the extent necessary permitted by Applicable Laws, Genecor shall provide Frelii and its external advisors with reasonable access, during normal business days and hours, to determine Genecor’s place of business, its books and records (including the accuracy of Net Sales reportedRecords), and payments made, the Designated Representative of Genecor for the purposes of conducting the Audit; (iii) Frelii confirms and acknowledges that Frelii and its external advisors will at all times be accompanied by Licensee to Licensor within a representative of Genecor; (iv) the three (3) year period immediately preceding such an audit. The independent public accountant Audit shall be under conducted as efficiently as possible and with as little disruption to the business operations of Genecor as reasonably possible; (v) as a condition precedent to the obligation of Genecor to grant Frelii’s external advisors access to Genecor’s premises and books and records (including the Records), such external advisors must first execute a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy agreement in favor of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results Genecor in a determination that Net Sales or payments have been misstated, over or under paid amounts due form reasonably satisfactory to Genecor which provides for obligations of confidentiality which are substantially similar to the obligations of confidentiality provided for in Section 12.1; and (vi) all costs and expenses incurred by Frelii in connection with such Audit shall be paid promptly to for the appropriate Party. If Net Sales are understated by sole account of Frelii, provided that if such Audit reveals an Underpayment which is greater than ten five percent (105%), the fees Genecor shall reimburse Frelii for such costs and expenses promptly upon presentment of such accountant an invoice therefor. (c) The results of each Audit (each an “Audit Report”) shall be provided by Frelii to the Designated Representative of Genecor within seven calendar days after receipt by Frelii. With respect to each Audit Report, the Designated Representatives of the Parties shall meet (in person or by telephone) within 30 calendar days of the provision of the Audit Report to the Designated Representative of Genecor in order to discuss the findings of the Audit Report. (d) If the Designated Representatives of the Parties mutually agree on the findings set out in the Audit Report, then: (i) any underpayment of any fees or other payments which are payable by Genecor pursuant to the provisions of this Agreement during the audited period (each an “Underpayment”) shall be promptly paid by LicenseeGenecor to Frelii in immediately available funds; otherwise (ii) any overpayment of any fees or other payments which are payable by Frelii pursuant to the fees and expenses provisions of such accountant this Agreement during the audited period (each an “Overpayment”) shall be paid by Licensor. All matters reviewed by set-off against any outstanding or future payments to Frelii; and (iii) the Designated Representatives of each Party shall take such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject other actions as are reasonably necessary to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve address any other item, dispute or deficiency set out in the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Audit Report.

Audit Rights. Licensee (i) The Service Recipient shall permit have the right to audit, the Services Fees and Recalculated Fees from time to time (but not more than one time with respect to any fiscal quarter) to determine whether they accurately reflect USC’s Fully Burdened Costs actually incurred for providing the Services. Upon request, USC shall reasonably cooperate in any such audit. If, based on any such audit, the Service Recipient determines that there has been an independent public accountant designated overpayment of any Services Fees, or disagrees with any Services Fees, the Parties will resolve any dispute over amounts paid or payable in accordance with the procedures set forth in Section 3.2(c). Each audit initiated pursuant to this Section 3.2(d)(i) shall be completed at the sole expense of the Service Recipient, and in no event shall such expense exceed $200,000 per audit. (ii) In the event (A) the Lenders dispute the amount of the Service Fees and Recalculated Fees in an amount in excess of $600,000 and (B) the Lenders have provided to the Parties written notice identifying, describing and including reasonable supporting documentation of such 01:16393309.1 disputed amounts, the Lenders shall have the right to audit the Services Fees and Recalculated Fees to determine whether they accurately reflect USC’s Fully Burdened Costs actually incurred for providing the Services; provided, however, that, without limiting any other remedies that the Lenders may have at law or equity, by Licensor and reasonably acceptable contract, or otherwise, the Lenders shall be entitled to Licensee, to have access, dispute such amounts no more frequently than once in each calendar year during any twelve (12) month period. Upon request, USC shall reasonably cooperate in any such audit. If, based on any such audit, the Term Lenders determine that there has been an overpayment or underpayment of Services Fees, the Lenders shall notify both Parties of such underpayment or overpayment (and no more than twice during concurrently provide reasonable supporting documentation, along with the three reasoning, for such determination). Within thirty (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (6030) days written of receipt of such notice, to Licensee’s records the Parties shall notify each other and books the Lenders whether they agree with the Lenders’ determination. If both Parties agree, then any Party owing amounts to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined Party as a result of the auditaudit shall pay such sums to the other Party within five (5) Business Days thereafter. If such examination results in a either Party disputes the determination that Net Sales or payments have been misstatedof the Lenders’ audit, over or under paid any undisputed amounts due shall be paid promptly to within five (5) Business Days thereafter, and the appropriate Party. If Net Sales are understated by greater than ten percent (10%), Parties will resolve the fees and expenses of such accountant shall be paid by Licensee; otherwise dispute over the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to remaining amounts in accordance with the procedures set forth in Section 6 (Confidentiality3.2(c). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner Each audit initiated pursuant to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant 3.2(d)(ii) shall be paid by completed at the sublicensee. Licensee sole expense of DirectSat USA, LLC, and in no event shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)expense exceed $200,000 per audit.

Audit Rights. Licensee shall maintain, and shall cause each of its Affiliates and Sublicensees to maintain, complete and accurate records relating to Sales of Products and Processes and Sublicense Income, and the rights and obligations under Section 4 of this Agreement and any amounts payable to Juniper in relation to this Agreement, which records shall contain sufficient information to permit an Juniper to confirm the accuracy of any payments and reports delivered to Juniper. Licensee shall retain and make available, and shall cause each of its Affiliates and Sublicensees to retain and make available as set forth below, such records for at least [***] ([***]) years following the end of the calendar year to which they pertain, to Juniper upon at least thirty (30) days’ advance written notice, for examination during normal business hours, by independent certified public accountant designated accountants hired by Licensor Juniper and reasonably acceptable to Licensee, its Affiliates and Sublicensees, as the case may be, to have accessverify any reports and payments made and/or compliance in other respects under Section 4 of this Agreement. Licensee may require such accountants to enter into a reasonably acceptable confidentiality agreement, and in no event shall such accountants disclose to Juniper any information, other than such as relates to the accuracy of the corresponding reports pursuant to Section 5. Such confidentiality agreement shall permit such accountants to perform all activities typically associated with an audit of a license agreement. The foregoing right of examination may be exercised only once in relation to each twelve (12)-month period during the Term, and no period may be audited more than once once, except in each calendar year during the Term event Juniper has cause for such audit, in which case, the for cause audit shall not count as an audit under this Section 5.5. If any examination conducted by such independent certified public accountants pursuant to the provisions of this Section certifies an underreporting or underpayment of [***] percent ([***]%) or more in any payment due to Juniper hereunder, Licensee shall reimburse Juniper for the reasonable cost of such audit and no more than twice during shall remit any amounts due to Juniper (including interest due in accordance with Section 4.5) within thirty (30) days of receiving a copy of the three auditor’s report. This Section shall survive for [***] (3[***]) calendar years following the from expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality).

Audit Rights. Licensee Upon at least thirty (30) days’ written notice, LICENSOR shall permit have the right, through an independent public accountant designated by Licensor and reasonably acceptable to Licenseeindependent, certified accounting firm, to have accessexamine such records and books of account of LICENSEE as are necessary to verify the accuracy of the Usage License Fee and other payments of LICENSEE under this Agreement. Such right may be exercised only once during any twelve (12) month period. Such examination may be performed during normal business hours at LICENSEE’S major place of business or at such other place as may be agreed upon by the LICENSOR and LICENSEE. The accounting firm may make abstracts or copies of such books of account solely for its use in performing the examination. LICENSOR will require, no prior to any such examination, such accounting firm to agree in writing that such firm will maintain all information, abstracts, and copies acquired during such examination in strict confidence and will not make any use of such material other than to confirm to LICENSOR the accuracy of LICENSEE payments hereunder. If an inspection of LICENSEE’S records by the accountant of LICENSOR shows that LICENSEE has paid more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of required under this Agreement, during regular business hours any excess amounts will, at LICENSEE’S option, be promptly refunded or credited against future Usage License Fees. If an inspection of LICENSEE’S records by the accountant of LICENSOR shows that LICENSEE shows an under-reporting or underpayment by LICENSEE of any amount to LICENSOR, by more than one percent (1%) and upon less than five percent (5%) for any twelve (12) month period, any excess amounts will, at least sixty LICENSOR’S option, be promptly paid or debited against future Usage License Fees. However, if an inspection of LICENSEE’S records shows an under-reporting or underpayment by LICENSEE of any amount to LICENSOR, by more than five percent (605%) for any twelve (12) month period, then LICENSEE will reimburse LICENSOR for the reasonable cost of the inspection as well as pay to LICENSOR any amount found due within thirty (30) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result receipt of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise inspection. _____________ 2 Certain information has been redacted: the fees and expenses of such accountant shall be paid by Licensoromitted text sets forth the acceptance fee. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve 3 Certain information has been redacted: the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless omitted text sets forth the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Usage License Fee percentage.

Audit Rights. The Licensing Administrator shall have the right to audit or have audited the books and records of Licensee relating to payments hereunder for the sole purpose of verifying the amounts due and payable hereunder, not more than once per Calendar Year (unless any audit reveals a shortfall as provided in this section) upon reasonable notice to the Licensee. All such audits shall permit be conducted during reasonable business hours of the Licensee. 3.12.2.1 Any such audit shall be performed by an independent certified public accountant designated accountant(s) or equivalent (“Auditor”) selected by Licensor the Licensing Administrator and reasonably acceptable to Licensee, whose consent shall not be unreasonably withheld, in the country where the audit is to take place. Licensee shall fully cooperate with Auditor in conducting such audit and shall permit Auditor to inspect and copy such portions of the Licensee’s books and records that the Auditor deems appropriate and necessary in accordance with the professional standards applicable to the Auditor in the country where the audit is to take place (“Necessary Records”). It shall be a material breach of this Agreement for Licensee to fail to provide to Auditor said Necessary Records. 3.12.2.2 Licensing Administrator shall have accessthe Auditor (and each member or employee thereof participating in the audit) agree not to disclose any information learned by the Auditor in the audit to any Licensor, no more than once nor use any such information, except for providing the Licensing Administrator with a statement of payments due by Licensee in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination sufficient detail consistent with Article 3 of this Agreement. 3.12.2.3 The cost of an audit in accordance with this Section 3.12 shall be at the expense of the Licensing Administrator; provided, during regular business hours and upon at least sixty however, the Licensee shall bear the cost of the audit if the audit reveals any underpayment which in the aggregate is greater than five percent (605%) of the amount actually due for the period being audited. Any payments due by Licensee under this Subsection 3.12.2.3 shall be due within thirty (30) days written noticeof notice from the Licensing Administrator. 3.12.2.4 Within thirty (30) days after receiving notice from the Licensing Administrator of any shortfalls uncovered, to Licensee’s records Licensee shall pay (i) any shortfalls plus interest as set forth in Section 3.9 herein, as measured from the date when such shortfall should have been paid; and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (aii) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result cost of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or audit if required under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Subsection 3.12.2.3.

Audit Rights. Licensee (i) Zymeworks shall permit have the right during the […***…] period described in Section 9.10(a) to (a) appoint at its expense an independent certified public accountant designated by Licensor and of nationally recognized standing (the “Accounting Firm”) reasonably acceptable to Licensee, BeiGene to have access, no more than once in audit the relevant records of BeiGene and its Affiliates to verify that the amount of 96 Competitive Information – Commercially Sensitive Terms. 97 Competitive Information – Commercially Sensitive Terms. 98 Competitive Information – Commercially Sensitive Terms. such payments were correctly determined and/or (b) require BeiGene to (i) appoint such an Accounting Firm to conduct such an audit of the applicable sublicensee and (ii) provide the results of such audit to Zymeworks. BeiGene and its Affiliates shall each calendar year during make its records available for audit by the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, Accounting Firm during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Zymeworks, solely to verify the payments hereunder were correctly determined. Such audit right shall not be exercised by Zymeworks more than […***…] nor more than once with respect to sales of a particular Licensed Product in a particular period and upon at least sixty (60) days written notice, to Licensee’s records and books may cover a period ending not more than […***…] prior to the extent necessary date of such request. All records made available for audit pursuant to determine the accuracy this Section 9.10(b) shall be deemed to be Confidential Information of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an auditBeiGene. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy results of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the differenceeach audit, if any, such reported and paid amounts vary from amounts determined as a result shall be binding on both Parties. If the amount of any payment hereunder was underreported, BeiGene shall promptly (but in any event no later than […***…] after its receipt of the auditAccounting Firm’s report so concluding) make payment to Zymeworks of the underreported amount. If such examination results in a determination Zymeworks shall bear the full cost of an audit that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner it conducts pursuant to this Section 3.2.8 and if requested 9.10(b) unless such audit discloses an under reporting by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale BeiGene of sublicensee are understated by greater more than 10 […***…] percent (10[…***…]%)) of the aggregate amount of the payments hereunder reportable in any Calendar Year, in which case Licensee BeiGene shall ensure that reimburse Zymeworks for the reasonable audit fees for such audit, in addition to paying the underreported amount.99 (ii) The Accounting Firm will disclose to Zymeworks only whether the payments subject to such audit are correct or incorrect and expenses the specific details concerning any discrepancies. No other information regarding the results of such accountant shall audit will be paid by provided to Zymeworks without the sublicenseeprior consent of BeiGene. Licensee BeiGene is entitled to require the Accounting Firm to execute a reasonable confidentiality agreement prior to commencing any such audit. The Accounting Firm shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee its report and shall be subject findings to Section 6(Confidentiality)BeiGene.