Common use of Audit Rights Clause in Contracts

Audit Rights. Upon [***] ([***]) days prior notice from one party (referred to as the “Requesting Party” in this Section 6.6.2), the other Party will permit, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to the other Party, to examine, at the Requesting Party’s sole expense, the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8.

Audit Rights. Upon [***] ([***]) days prior notice from one party (referred 27.1.1 Subject to the restrictions set forth in Article XX and except as the “Requesting Party” may be otherwise specifically provided in this Section 6.6.2)Agreement, the other a Party will permit, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to (“Auditing Party”) may audit the other Party’s (“Audited Party”) books, to examinerecords, at data and other documents, as provided herein, once annually (commencing on the Requesting Service Start Date) for the purpose of evaluating the accuracy of Audited Party’s sole expensebilling and invoicing of the services provided hereunder. The scope of the audit shall be limited to the period which is the shorter of (i) the period subsequent to the last day of the period covered by the Audit which was last performed (or if no audit has been performed, the relevant books Service Start Date) and (ii) the twelve (12) month period immediately preceding the date the Audited Party received notice of such requested audit, but in any event not prior to the Service Start Date. Such audit shall begin no fewer than thirty (30) days after Audited Party receives a written notice requesting an audit and shall be completed no later than thirty (30) days after the start of such audit. Such audit shall be conducted by an independent auditor acceptable to both Parties. The Parties shall select an auditor by the thirtieth day following Audited Party’s receipt of a written audit notice. Auditing Party shall cause the independent auditor to execute a nondisclosure agreement in a form agreed upon by the Parties. Notwithstanding the foregoing, an Auditing Party may audit Audited Party’s books, records and documents more than once annually if the previous audit found previously uncorrected net variances or errors in invoices in Audited Party’s favor with an aggregate value of at least two percent (2%) of the amounts payable by Auditing Party for audited services provided during the period covered by the audit. 27.1.2 Each audit shall be conducted on the premises of the Audited Party during normal business hours. Audited Party shall cooperate fully in any such audit and shall provide the independent auditor reasonable access to any and all appropriate Audited Party employees and books, records and other documents reasonably necessary to assess the accuracy of Audited Party’s bills. No Party shall have access to the data of the other Party, its Affiliates but shall rely upon summary results provided by the independent auditor. Audited Party may redact from the books, records and Sublicensees other documents provided to the independent auditor any confidential Audited Party information that reveals the identity of other Customers of Audited Party. Each Party shall maintain reports, records and data relevant to the billing of any services that are the subject matter of this Agreement for a period of not less than twenty-four (24) months after creation thereof, unless a longer period is required by Applicable Law. 27.1.3 If any audit confirms any undercharge or overcharge, then Audited Party shall (i) for any overpayment promptly correct any billing error, including making refund of any overpayment by Auditing Party in the form of a credit on the invoice for the sole purpose of verifying first full billing cycle after the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify have agreed upon the accuracy of the reports audit results and (ii) for any undercharge caused by the actions of or failure to act by the Audited Party, immediately compensate Auditing Party for such undercharge, in each case with interest at the lesser of (x) one and one-half (1½%) percent per month and (y) the highest rate of interest that may be charged under Applicable Law, compounded daily, for the number of days from the date on which such undercharge or overcharge originated until the date on which such credit is issued or payment is made and available, as the case may be. Notwithstanding the foregoing, Requesting Carrier shall not be liable for any Underbilled Charges for which Customer Usage Data was not furnished by Ameritech to Requesting Carrier within ten (10) months of the other date such usage was incurred. 27.1.4 Audits shall be at Auditing Party’s expense, subject to reimbursement by Audited Party in accordance with Section 6.6.1 the event that an audit finds, and the Parties subsequently verify, adjustment in the charges or in any invoice paid or payable by Auditing Party hereunder by an amount that is, on an annualized basis, greater than two percent (2%) of the aggregate charges for the audited services during the period covered by the audit. Notwithstanding anything to the contrary, in no event shall the Audited Party’s reimbursement obligations exceed the amount of payments by any Party under this Agreement, adjustments in which case the Requesting Party’s obligations with respect to such Confidential Information charges. 27.1.5 Any disputes concerning audit results shall be subject referred to Article 8the Parties’ respective responsible personnel for informal resolution. If such accounting firm concludes that additional payments were due to these individuals cannot resolve the Requesting Party, then the other Party will pay to the Requesting Party such additional payments dispute within [***] thirty ([***]30) days of the date the other referral, either Party receives such accountant’s written report. Furthermay request in writing that an additional audit shall be conducted by an independent auditor acceptable to both Parties, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8requirements set out in Section 27.1.1. Any additional audit shall be at the requesting Party’s expense.

Audit Rights. During the Term, and until the end of three (3) calendar years thereafter, each Party will keep and maintain accurate and complete records relating to (a) in the case of Company, the calculation of Ex-US Secondary Packaging Costs and any increases to purchase price of Product and (b) in the case of AbbVie, the Applicable Percentage of AbbVie Product Requirements, which books and records will be sufficiently detailed such that the packaging costs and increases to purchase price for the Manufacture and supply of Products to AbbVie or AbbVie’s Product requirements, as applicable, can accurately be determined. Upon [***] ([***]) days * days’ prior written notice from one party (referred to as the “Requesting Party” in this Section 6.6.2), the other Party, each Party will permit, and will cause its Affiliates and Sublicensees to permit, permit an independent certified public accounting firm of nationally internationally recognized standing standing, selected by the Requesting requesting Party and reasonably acceptable to the other Party, to examine, at the Requesting Party’s sole expense, examine the relevant books and records of the other Party, Party and its Affiliates as may be reasonably necessary to verify the packaging costs and Sublicensees increases to purchase price for Product or AbbVie’s Product requirements, as applicable; provided, that the sole purpose of verifying the amounts reported by the other Party and payments made by any Party requesting an audit shall treat all information subject to review under this Section 2.8 in accordance with Article 6the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party obligating it to retain all such information in confidence pursuant to such confidentiality agreement, unless the accounting firm is already subject to confidentiality obligations by virtue of its professional engagement with the Party being audited in which case a separate confidentiality agreement shall not be required. An audit examination by the Requesting a Party under this Section 6.6.2 2.8 will occur not more than once in any Calendar Year calendar year and will be limited to the pertinent books and records for any Calendar Year calendar year ending not more than [***] thirty-six ([***]36) years months before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other a Party, its Affiliates or Sublicensees, as applicable, ’s facility where such books and records are normally kept and such examination will be conducted during such Party’s normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties Company and AbbVie a written report disclosing any discrepancies with whether the packaging costs and Company increases to purchase price of Product Manufactured and supplied to AbbVie or AbbVie’s purchase of the Applicable Percentage of AbbVie Product Requirements, as applicable, under this Agreement are correct or incorrect and the specific details concerning any such discrepancies. Such accounting firm shall not disclose If the accountant determines that packaging costs and increases to the purchase price for Product are incorrect, or AbbVie’s has purchased less than the Applicable Percentage of AbbVie Product Requirements hereunder, then any additional amount owed by one Party to the other Party’s Confidential Information under any invoices issued during the period subject to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy audit will be paid within *** days after receipt of the reports furnished by accountant’s report, along with interest at an annual rate set forth below, compounded monthly from the other Party in accordance with Section 6.6.1 or date of the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information audit report. Interest due hereunder shall be subject to Article 8calculated at an *** of the *** (as published in the “Money Rates” table of the Eastern Edition of The Wall Street Journal during the period such amount is overdue) *** %. If such accounting firm concludes that additional payments were due to the Requesting PartyCONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, then the other Party will pay to the Requesting Party such additional payments within [WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8.HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Audit Rights. Upon [***] ([***]a) days prior notice from one party (referred Each Party will keep, and will require its Affiliates and, with respect to as Sanofi, its Sublicensees, to keep, full, true and accurate books of account containing all particulars that may be necessary for the “Requesting Party” in this Section 6.6.2), purpose of calculating the amounts payable by the other Party under this Agreement, including records underlying COGS, Third Party and Other Permitted Sales and Marketing Expenses, Pre-Opt-In Development Costs, Shared Development Costs, Net Sales and the calculation of Net Profit/Loss, and, in the case of Sanofi, to enable Rib-X to confirm compliance with diligence obligations or to determine whether payment events have occurred. Such books of accounts will permitbe kept at each Party’s principal place of business for a period of at least three (3) full Calendar Years after the date on which the relevant cost was incurred or Net Sales was received or the relevant activity occurred. Each Party has the right to engage an independent, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing accountant selected by the Requesting such Party and reasonably acceptable to the other Party to perform, on behalf of the auditing Party, to examine, at the Requesting Party’s sole expense, the relevant an audit of such books and records of the other Party, audited Party and its Affiliates and Sublicensees for and, as applicable, Sublicensees, that are deemed necessary by such accountant to report on the sole purpose correctness of verifying the amounts reported by the other Party and any report or payments made by any Party in accordance with Article 6. An audit by the Requesting Party or to have been made under this Section 6.6.2 Agreement. (b) The auditing Party will occur provide reasonable notice to the audited Party of any requested audit and will conduct such audit during regular business hours in such a manner as to not more than once in any Calendar Year and unnecessarily interfere with the audited Party’s normal business activities. Any audit will be limited to the pertinent books and records for any the three (3) full Calendar Years prior to audit notification. (c) An auditing Party will not perform an audit more frequently than once per Calendar Year ending not nor more frequently than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations once with respect to records covering any specific period of time. (d) The auditing Party will use all such records of the audited Party only for the purpose of verifying payments due hereunder, and will treat such records as Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date audited Party. The independent certified public accountant will only share the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) results of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection audit with the audit. If such accounting firm concludes that auditing party, not the other Party overpaid any payments to the Requesting Party, then such overpayments underlying records. (e) Any final audit report will be credited against future amounts payable shared by the other auditing Party to with the Requesting audited Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. . (f) Notwithstanding any provision of anything in this Agreement to the contrary, all reports Sanofi shall permit Yale to audit the books and financial records maintained by Sanofi and its Affiliates and Sublicensees under Section 6.12.1, to the same extent as Rib-X is entitled to conduct any such audit, and shall permit Rib-X to share with Yale information obtained from Sanofi or any of its Affiliates or Sublicensees in connection with any audit. Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Secretary of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject Commission pursuant to the provisions Registrant’s application requesting confidential treatment pursuant to Rule 406 of Article 8the Securities Act of 1933, as amended.

Audit Rights. Upon [***] ([***]) days prior notice from one party (referred 28.1.1 Subject to the restrictions set forth in Article XX and except as the “Requesting Party” may be otherwise specifically provided in this Section 6.6.2)Agreement, the other a Party will permit, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to (“Auditing Party”) may audit the other Party's (“Audited Party”) books, to examinerecords, at data and other documents, as provided herein, once each Contract Year for the Requesting purpose(s) of: (i) evaluating the accuracy of Audited Party's billing and invoicing, and (ii) verification of compliance with any provision of this Agreement that affects the accuracy of Auditing Party’s sole expense, the relevant books billing and records invoicing of the other Party, its Affiliates and Sublicensees for services provided to Audited Party hereunder. The scope of the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will shall be limited to the pertinent books services provided and records purchased by the Parties and the associated charges, books, records, data and other documents relating thereto for any Calendar Year ending not more than [***] the period which is the shorter of: ([***]i) years before the period subsequent to the last day of the period covered by the Audit which was last performed (or if no audit has been performed, the Effective Date), and (ii) the twenty-four (24) month period immediately preceding the date the Audited Party received notice of such requested audit. Such audit shall begin no fewer than thirty (30) days after Audited Party receives a written notice requesting an audit and shall be completed no later than thirty (30) days after the requeststart of such audit. The accounting firm will Such audit shall be provided access conducted either by the Auditing Party’s employees or by an independent auditor acceptable to such books both Parties; provided, however, if the Audited Party requests that an independent auditor be engaged, the Parties shall select an auditor by the thirtieth (30th) day following Audited Party's receipt of a written audit notice, and records at the facility(iesAudited Party shall pay one-quarter (1/4) of the other independent auditor’s fees and expenses. Such audit shall begin on or before the later of: (i) thirtieth (30th) day after Audited Party receives a written notice requesting an audit, or (ii) the fifteenth (15th) day after the Parties have selected an auditor. If an independent auditor is used, Auditing Party shall cause the independent auditor to execute a nondisclosure agreement in a form agreed upon by the Parties. Notwithstanding the foregoing, an Auditing Party may audit Audited Party’s books, its Affiliates records and documents more than once during any Contract Year if the previous audit found: (i) previously uncorrected net variances or Sublicenseeserrors in invoices in Audited Party’s favor with an aggregate value of at least two percent (2%) of the amounts payable by Auditing Party for audited services provided during the period covered by the audit, as applicable, where such books or (ii) non-compliance by Auditing Party with any provision of this Agreement affecting Auditing Party’s billing and records are normally kept and such examination will invoicing of services provided to Audited Party with an aggregate value of at least 5% of the amounts payable by Audited Party for audited services provided during the period covered by the audit. 28.1.2 Each audit shall be conducted on the premises of Audited Party during normal business hours. The other Audited Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before shall cooperate fully in any such audit, providing the accounting firm with auditor reasonable access to facilities or recordsany and all appropriate Audited Party employees and books, records and other documents reasonably necessary to assess the accuracy of Audited Party's bills. Upon completion If the Audited Party requests an independent auditor, the Auditing Party shall not have access to the data of the auditAudited Party, but shall rely upon summary results provided by the accounting firm will provide both Parties a written report disclosing independent auditor. Audited Party may redact from the books, records and other documents provided to any discrepancies with auditor any confidential Audited Party information that reveals the specific details concerning any such discrepanciesidentity of other Customers of Audited Party. Such accounting firm Each Party shall not disclose the other Party’s Confidential Information maintain reports, records and data relevant to the Requesting Partybilling of any services that are the subject matter of this Agreement for a period of not less than twenty-four (24) months after creation thereof, except to unless a longer period is required by Applicable Law. 28.1.3 If any audit confirms any undercharge or overcharge, then Audited Party shall: (i) for any overpayment, promptly correct any billing error, including making refund of any overpayment by Auditing Party in the extent such disclosure is necessary to verify form of a credit on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreementaudit results, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8.and

Audit Rights. Upon Each Party will keep complete, true, and accurate books and records in accordance with its accounting standards in relation to this Agreement. During the Term and for a period of [***] (after the termination of this Agreement, a Party will have the right to audit the books and records of the other Party to verify amounts paid or payable by such Party hereunder. Each Party will provide its full cooperation and assistance with respect to any such audit. During the Term and for a period of [***]) days prior notice from one party (referred ] after the Term, during normal business hours and with reasonable advance notice, such records related to as amounts paid or payable will be made available for inspection, review and audit, at the “Requesting request and expense of the auditing Party” in this Section 6.6.2), the other Party will permit, and will cause its Affiliates and Sublicensees to permit, by an independent certified public auditor from an internationally recognized accounting firm of nationally recognized standing selected firm, appointed by the Requesting auditing Party and reasonably acceptable to the other Party, to examine, at the Requesting Party’s sole expense, the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party financial reports or invoices provided and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur audited Party; provided, that: such audits may not be performed more than once in per Calendar Year, such audits may only cover records pertaining to any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending period commencing not more than [***] ([***]) years before prior to the date of such audit, and a Party will not be permitted to audit the requestsame period of time more than once. The accounting firm Such auditors, prior to any review hereunder, will have entered into an appropriate confidentiality agreement on terms no less stringent than those in Article 6. All costs and expenses incurred in connection with performing any such audit will be provided access to such books and records at paid by the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting auditing Party, except to the extent that if such disclosure is necessary to verify the accuracy audit discloses an underpayment or overcharge of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) or more of the amount otherwise due under this Agreement for the audited period, such costs and expenses shall be paid by the Party being audited. If such audit concludes that the amount paid for a given period exceeded or was less than the amount that was properly payable to the Requesting Partypayable, then the other applicable Party will shall reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid for such variance within [***] after the date on which such audit is completed. If either Party disagrees with any payments discrepancy identified during the course of any audit conducted pursuant to the Requesting Partythis Section 7.11, then such overpayments will be credited against future amounts payable by either Party may submit the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of issue for resolution in accordance with Article 811.

Audit Rights. Upon Subject to the other terms of this Section 7.6.2 (Audit Rights), during the Term, at the request of a Party (the “Auditing Party”), which will not be made more frequently than [***], upon at least [***] ([***]) days prior written notice from one party (referred to as the “Requesting Auditing Party” in this Section 6.6.2), and at the expense of the Auditing Party, the other Party (the “Audited Party”) will permitpermit an independent, and will cause its Affiliates and Sublicensees to permit, an independent nationally-recognized certified public accounting firm of nationally recognized standing accountant selected by the Requesting Auditing Party and reasonably acceptable to the other PartyAudited Party (the “Auditor”) to inspect, to examine, at the Requesting Party’s sole expenseduring regular business hours, the relevant books and records required to be maintained by the Audited Party under Section 7.6.1 (Records); provided that (a) such audit right will not apply to records beyond [***] from the end of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year to which they pertain and (b) records for a particular period may only be audited once. Prior to its inspection, the Auditor will be limited enter into a confidentiality agreement with both Parties having obligations of confidentiality and non-use no less restrictive than those set forth in Article 9 (Confidentiality) and limiting the disclosure and use of such information by such accountant to authorized representatives of the Parties and the purposes germane to Section 7.6.1 (Records). The Auditor will report to the pertinent books Auditing Party 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 the Auditing Party. The Auditing Party will treat the results of the Auditor’s review of the Audited Party’s records for as Confidential Information of the Audited Party subject to the terms of Article 9 (Confidentiality). In the event such audit leads to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party will, within [***] after receipt of such report from the Auditor, pay any Calendar Year ending not more undisputed amount of the discrepancy. The Auditing Party will pay the full cost of the audit unless the underpayment of amounts due to the Auditing Party is greater than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at amount due for the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreemententire period being examined, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Audited Party will pay to the Requesting reasonable cost charged by the Auditor for such review. Any undisputed overpayments by the Audited Party such additional payments revealed by an examination will be paid by the Auditing Party within [***] ([***]) days of the date Auditing Party’s receipt of the other Party receives such accountant’s written applicable report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party Company will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs include substantially similar rights as set forth in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 87.6.2 (Audit Rights) in any sublicense agreement with its Sublicensee.

Audit Rights. Upon (a) Not more than [***] ([***]) days prior notice from one party (referred per Calendar Year, each Party shall have the right to as the “Requesting Party” in this Section 6.6.2), the other Party will permit, and will cause its Affiliates and Sublicensees to permit, conduct an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to the other Party, to examine, at the Requesting Party’s sole expense, the relevant books and records audit of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance ’s compliance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur 2.1, including with respect to Development Costs incurred in connection with activities conducted in the execution of the Development Plan, for purposes of confirming the Development Costs reflected in Quarterly Reports contemplated in Section 2.2.2(c). Such audit shall be conducted during normal business hours, upon not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more less than [***] ([***]) years before Business Days prior notice, and no more than [***] with regard to any given Calendar Year. As appropriate, prompt adjustments to payments made pursuant to Section 2.2.2(c) shall be made by the date Parties to reflect the results of the requestsuch audit. The accounting firm Party to whom payment is owed will be provided access issue an invoice to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination . Such invoice will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments paid within [***] ([***]) days of receipt. The auditing Party shall bear the date the other Party receives such accountant’s written report. Further, if the amount full cost of such underpayments exceeds audit unless such audit discloses an over-reporting by the audited Party of more than [***] percent ([***]%) of the amount that was properly payable of Development Costs for a given Calendar Quarter, in which case, the audited Party shall bear the full cost of such audit. Notwithstanding anything to the Requesting contrary contained in this Section 2.1.3, each Party, then ’s audit shall be limited to the review of information directly relating to Development activities. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Each Party shall have the right to conduct an inspection and audit of the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs compliance with this Section 2.1 and Section 2.2.7, including with respect to any Development activities carried out by subcontractors of a Party. Such inspection and audit shall be conducted during normal business hours, upon not less than [***] ([***]) Business Days prior notice, and not more than [***] per Calendar Year; provided, however, if an adverse issue arises in connection with the audit. If such accounting firm concludes that Development activities of the other Party overpaid any payments to the Requesting Partybe audited, then such overpayments will inspection or audit may be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting conducted more than [***] per Calendar Year. The auditing Party shall bear the full cost of such audit. The audited Party shall use Commercially Reasonable Efforts to resolve any material audit findings as promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8as possible.

Audit Rights. Upon (a) Each Party (the “Auditing Party”) shall have the right during the […***] ([***…]) days prior notice from one party (referred -year period described in Section 6.4.1 to as the “Requesting Party” in this Section 6.6.2), the other Party will permit, and will cause appoint at its Affiliates and Sublicensees to permit, expense an independent certified public accounting firm accountant of nationally recognized standing selected by (the Requesting Party and “Accounting Firm”) reasonably acceptable to the other Party, Party to examine, at the Requesting Party’s sole expense, inspect or audit the relevant books and records of the other Party (the “Audited Party, ”) and its Affiliates to verify that the amount of Expenses and Sublicensees for the sole purpose of verifying the amounts reported by the other payments (“Expenses and Payments”) were correctly determined. The Audited Party and payments made by any Party in accordance with Article 6. An its Related Parties shall each make its records available for inspection or audit by the Requesting 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 verify the expenses and payments hereunder were correctly determined. Such inspection or audit right shall not be exercised by the Auditing Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year may cover a period ending not more than […***…] (months prior to the date of such request. No period will be audited more than once. The Auditing Party shall submit an audit plan, including audit scope, to the Audited Party for the Audited Party’s review and comment, which the Auditing Party shall consider in good faith if provided within […***]) years before the date …] Business Days, prior to audit implementation. All records made available for inspection or audit shall be deemed to be Confidential Information of the requestAudited Party, and only amounts of underpayment or overpayment to each party shall be reported. The accounting firm will results of each inspection or audit, if any, shall be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hoursbinding on both Parties. The other Auditing Party or shall bear the applicable Sublicensee may require full cost of such audit unless such audit discloses at least […***…] percent ([…***…]%) shortfall that exceeds at least […***…] dollars ($[…***…]), in which case the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion 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 audit. Similarly, if the audit reveals an overpayment, the accounting firm Audited Party will provide both Parties a written 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 […***…] days after the Audited Party’s receipt of the Accounting Firm’s report disclosing any discrepancies with 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 such discrepancies. Such accounting firm shall not disclose the No other Party’s Confidential Information information will be provided to the Requesting Party, except 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 Accounting Firm to execute a reasonable confidentiality agreement prior to commencing any such audit. The Accounting Firm shall provide a copy of its report and findings to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Audited Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8.

Audit Rights. Upon [***] The Parties ([***]including Online BVI on behalf of the Online Group) agree to maintain records (i) of all information reasonably necessary to verify all calculations to be made under Section 8.3.2, and (ii) supporting, verifying and necessary to demonstrate the calculation and collection of fees and/or revenue, as well as any deductions thereto, and payments made hereunder, including, without limitation, budgets, purchase orders, expense records, invoices, correspondence, banking and financial and other records pertaining to the determination of Gross Revenue, Direct Expenses and Adjusted Net Revenue, during the term of this Agreement and for a period of two (2) years following the expiration or termination hereof. Not more than once per calendar quarter, each Party or its independent auditor (who shall be a certified public accountant) shall have the right, on not less than fifteen (15) calendar days prior notice from one party and not during the first twenty (referred to as 20) days after the “Requesting Party” in this Section 6.6.2), close of any fiscal quarter of the other Party will permitParties, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm or within sixty (60) day of nationally recognized standing selected by the Requesting Party and reasonably acceptable to the other Partyclose of such Parties’ respective fiscal years, to examine, at audit the Requesting Party’s sole expense, the relevant books of account and records of any and all such Parties. Such audit shall be conducted at the other premises where the audited Party maintains consolidated books of account; provided however, that the auditing Party may conduct all or any part of such audit at any of the audited Party’s premises where any relevant books of account and/or records are located. During such audits, the auditing Party shall have the right to take extracts and/or make copies of the audited Party’s records as it deems necessary. Such audits shall be at the auditing Party’s cost, except that, subject to Section 5.5, if an audit by an independent accounting firm establishes a deficiency of more than three percent (3%) between the amount shown to be due to the auditing Party and the amount actually paid for the period being audited, all actual and reasonable costs and expenses incurred by the auditing Party in connection with such audit shall be paid by the audited Party, its Affiliates and Sublicensees for along with the sole purpose amount of verifying the amounts reported by the other Party and payments made any deficiency, within five (5) business days. The exercise by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once whole or in part, at any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date time of the request. The accounting firm will right to inspect and/or audit records and accounts or of any other right herein granted, or the acceptance by such Party of any statement or statements or the receipt and/or deposit by such Party, of any payment tendered by or on behalf of an audited Party shall be provided access without prejudice to such books and records at the facility(ies) any rights or remedies of the accepting Party and such acceptance, receipt and/or deposit shall not preclude or prevent such accepting Party from thereafter disputing the accuracy of any such statement or payment. Each Party shall cause any Subsidiary or other PartyAffiliate (including, its Affiliates without limitation, a Subsidiary or Sublicenseesother Affiliate of the Online Group or Skype Group, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm ) to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access grant to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations audit rights granted hereunder with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8.

Audit Rights. Upon [***] 12.1 The Parties acknowledge and accept that, due to the nature of the Service provided, a mutual audit right is required for each Party ([***]) days prior notice from one party (referred to as the “Requesting Auditing Party” in this Section 6.6.2), the other Party will permit, ”) to be able to verify and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to the other Party, to examine, at the Requesting Party’s sole expense, the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose monitor the other Party’s compliance with its material obligations under the Agreement (the “Audited Party”). The following provisions of this clause 12 are to give effect to that requirement. 12.2 Upon receipt of the Auditing Party’s reasonable request, the Audited Party shall provide the Auditing Party with any documentation or records which are reasonably required to enable the Auditing Party to verify and monitor the Audited Party’s compliance with its obligations under the Agreement. Such information and records may be redacted to remove Confidential Information not relevant to the Requesting request. 12.3 All information and records shall be provided without undue delay and where possible within 14 days of receipt of such request. The Audited Party shall also notify the Auditing Party of the name of the person within its organisation who will act as the point of contact for provision of the information required. 12.4 Subject to clauses 12.5 to 12.7, where, in the reasonable opinion of the Auditing Party, except such documentation is not sufficient to demonstrate compliance or to meet the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Auditing Party’s obligations with respect to such Confidential Information shall be subject a regulatory body (or in GBG’s case to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Partya Data Supplier), then the other Auditing Party will pay be entitled, upon reasonable prior written notice and upon reasonable grounds, to the Requesting Party such additional payments within [***] ([***]) days conduct an on-site audit of the date Audited Party’s premises or to appoint a third party auditor to conduct an on-site audit for the other Party receives such accountantpurposes of investigating the Audited Party’s written report. Further, if compliance with its obligations under the amount of such underpayments exceeds Agreement. 12.5 Audits shall not be carried out on more than [***] percent ([***]%) one occasion per year of the amount Agreement unless the Auditing Party reasonably believes that was properly payable the Audited Party is in material breach of the Agreement or unless the Auditing Party is required to do so by any regulatory body with competent jurisdiction (or in GBG’s case, a Data Supplier). The Auditing Party or its auditor may be accompanied by representatives of any such regulatory body (or in GBG’s case, such Data Supplier) in respect of any such audit imposed on the Requesting Audited Party. 12.6 All audits will be conducted in a manner that does not materially disrupt, delay or interfere with the Audited Party's performance of its business and shall be carried out at the expense of the Auditing Party. Should the audit reveal a material breach of the Agreement by the Audited Party, then the other Audited Party will shall reimburse the Requesting Auditing Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with full cost of the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting . 12.7 The Audited Party shall promptly repay provide the Auditing Party (or any third party auditor as relevant) with reasonable, supervised access to its premises, employees, computers, IT systems and records as required for the purpose of any such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8audit.

Audit Rights. Upon Each Party (the “Audited Party”) shall keep and maintain and procure its Affiliate and sublicensees to keep and maintain for at least seven (7) years (or otherwise for a longer period if required by the Applicable Law) complete and accurate records in sufficient detail to allow confirmation of any [***] (and [***]) days prior notice from one party (referred to as ] made hereunder. Upon the “Requesting Party” in this Section 6.6.2), written request of the other Party will permit(the “Auditing Party”) and not more than once in each Calendar Year, and will cause its Affiliates and Sublicensees to permit, the Audited Party shall permit an independent certified public accounting firm of nationally internationally-recognized standing standing, selected by the Requesting Auditing Party and reasonably acceptable to the other Audited Party, to examine, at the Requesting Auditing Party’s sole expense, to have access, with not less than thirty (30) days’ notice, during normal business hours, to the relevant books and records of the other Audited Party, its sublicensees and its Affiliates as may be reasonably necessary to verify the accuracy of the determination of [***], [***], and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records [***] hereunder for any Calendar Year ending not more than [***] twelve ([***]12) years before months prior to the date of the such request. The accounting firm will be provided access instructed to such books provide its audit report first to the Audited Party and records at the facility(ies) will be further instructed to redact any Confidential Information of the other Audited Party not relevant to verifying the determination of [***], and any [***] hereunder for any Calendar Year prior to providing that audit report to the Auditing Party. The accounting firm’s audit report shall state whether the applicable report(s) is/are correct or not, its Affiliates or Sublicenseesand, as if applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the No other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information information shall be subject to Article 8shared. If such accounting firm concludes that additional payments monies were due owed by the Audited Party to the Requesting Partyother, then the other Audited Party will shall pay to the Requesting Party such additional payments monies within [***] thirty ([***]30) days of the date the other Audited Party receives such accountantaccounting firm’s written reportreport so concluding. Further, The fees charged by such accounting firm shall be paid by the Auditing Party; provided if an error in favor of the amount Auditing Party of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Partyis discovered, then the other Audited Party will reimburse shall pay the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If fees and expenses charged by such accounting firm concludes that firm. Any audit reports provided hereunder shall be the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information Confidential Information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Audited Party’s Confidential Information and subject to the provisions of Article 8.

Audit Rights. Upon [***] ([***]) days prior notice from one party (referred 13.1.1 Subject to as the “Requesting Party” restrictions regarding Proprietary Information set forth in this Section 6.6.2)Agreement, the other a Party will permit, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to (Auditing Party) may audit the other Party's (Audited Party) books, records, data and other documents, as provided herein, two (2) times each Contract Year for the purpose of evaluating the accuracy of Audited Party's billing and invoicing. For purposes of this Section 13.1, “Contract Year” means a twelve (12) month period during the term of the Agreement commencing on the Effective Date and each anniversary thereof. The scope of the audit shall be limited to examinethe services provided and purchased by the Parties and the associated charges, at books, records, data and other documents relating thereto for the Requesting period which is the shorter of (i) the period subsequent to the last day of the period covered by the audit which was last performed (or if no audit has been performed, the Effective Date) and (ii) the twenty-four (24)-month period immediately preceding the date the Audited Party received notice of such requested audit. Except as otherwise agreed upon by the Parties, such audit shall begin no fewer than thirty (30) days after Audited Party receives a written notice requesting an audit and shall be completed no later than forty-five (45) calendar days after the start of such audit. Such audit shall be conducted by one (1) or more auditor(s) mutually agreed upon by the Parties. The Parties shall select such auditor(s) by the thirtieth day following Audited Party's receipt of a written audit notice. The Auditing Party shall cause the auditor(s) to execute a nondisclosure agreement in a form agreed upon by the Parties. Notwithstanding the foregoing, an Auditing Party may audit as provided herein more than two (2) times during any Contract Year if the previous audit found previously uncorrected net variances or errors in invoices in Audited Party’s sole expensefavor with an aggregate value of at least one and one-half percent (1 1/2%) of the amounts payable by Auditing Party for audited services provided during the period covered by the audit. Page 1195 of 322383 13.1.2 Each Party shall bear its own expenses in connection with the conduct of the audit. Each audit shall be conducted on the premises of Audited Party during normal business hours. Audited Party shall cooperate fully in any such audit, providing the relevant books auditor reasonable access to any and all appropriate Audited Party employees and books, records and other documents reasonably necessary to assess the accuracy of Audited Party's billing and invoicing. No Party shall have access to the data of the other Party, its Affiliates but shall rely upon summary results provided by the auditor. Audited Party may redact from the books, records and Sublicensees other documents provided to the auditor any confidential Audited Party information that reveals the identity of other Customers of Audited Party. Each Party shall maintain reports, records and data relevant to the billing of any services that are the subject matter of this Agreement for a period of not less than twenty-four (24) months after creation thereof, unless a longer period is required by Applicable Law. 13.1.3 If any audit confirms any undercharge or overcharge, then Audited Party shall (i) for any overpayment promptly correct any billing error, including making refund of any overpayment by Auditing Party in the form of a credit on the invoice for the sole purpose of verifying first full billing cycle after the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify have agreed upon the accuracy of the reports audit results and (ii) for any undercharge caused by the actions of or failure to act by Audited Party, immediately compensate Auditing Party for such undercharge, in each case with interest at the lesser of (x) one and one-half (1 1/2%) percent per month and (y) the highest rate of interest that may be charged under Applicable Law, compounded daily, for the number of days from the date on which such undercharge or overcharge originated until the date on which such credit is issued or payment is made and available, as the case may be. Notwithstanding the foregoing, PFN shall not be liable for any Underbilled Charges for which Customer Usage Data was not furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect AT&T MICHIGAN to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments PFN within [***] six ([***]6) days months of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that usage was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8incurred.

Audit Rights. Upon [***] 13.1 The Parties acknowledge and accept that, due to the nature of the Services provided, a mutual audit right is required for each Party ([***]) days prior notice from one party (referred to as the “Requesting Auditing Party” in this Section 6.6.2), the other Party will permit, ”) to be able to verify and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to the other Party, to examine, at the Requesting Party’s sole expense, the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose monitor the other Party’s Confidential Information compliance with its material obligations under this Agreement (the “Audited Party”). The following provisions of this clause 133 are to give effect to that requirement. 13.2 Upon receipt of the Requesting Auditing Party’s reasonable request, except the Audited Party shall provide the Auditing Party with any documentation or records which are reasonably required to enable the extent such disclosure is necessary Auditing Party to verify and monitor the accuracy of the reports furnished by the other Party in accordance Audited Party’s compliance with Section 6.6.1 or the amount of payments by any Party its obligations under this Agreement. Such information and records may be redacted to remove confidential commercial information not relevant to the request. 13.3 All information and records shall be provided without undue delay and where possible within 14 days of receipt of such request. The Audited Party shall also notify the Auditing Party of the name of the person within its organization who will act as the point of contact for provision of the information required. 13.4 Subject to clauses 13.5 to 13.7, where, in which case the Requesting reasonable opinion of the Auditing Party, such documentation is not sufficient to demonstrate compliance or to meet the Auditing Party’s obligations with respect to such Confidential Information shall be subject a regulatory body (or in GBG’s case to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Partya Data Supplier), then the other Auditing Party will pay be entitled, upon reasonable prior written notice and upon reasonable grounds, to the Requesting Party such additional payments within [***] ([***]) days conduct an on-site audit of the date Audited Party’s premises or to appoint a third party auditor to conduct an on-site audit for the other Party receives such accountantpurposes of investigating the Audited Party’s written report. Further, if the amount of such underpayments exceeds compliance with its obligations under this Agreement. 13.5 Audits shall not be carried out on more than [***] percent ([***]%) one occasion per year of this Agreement unless the Auditing Party reasonably believes that the Audited Party is in material breach of the amount that was properly payable Agreement or unless the Auditing Party is required to do so by any regulatory body with competent jurisdiction (or in the Requesting Partycase of GBG, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs one of GBG's third party suppliers engaged in connection with the auditService). If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other The Auditing Party or its Affiliates’ auditor may be accompanied by representatives of any such regulatory body (or Sublicensees which are provided to Data Supplier in the case of GBG) in respect of any such audit imposed on the Audited Party. 13.6 All audits will be conducted in a manner that does not materially disrupt, delay or subject to review interfere with the Audited Party's performance of its business and shall be carried out at the expense of the Auditing Party. Should the audit reveal a material breach of the Agreement by the Requesting Audited Party, the Audited Party under this Section 6.6.2 will be deemed shall reimburse the Auditing Party for the full cost of the audit. 13.7 The Audited Party shall provide the Auditing Party (or any third party auditor as relevant) with full access to be its premises, employees, computers, IT systems and records as required for the other Party’s Confidential Information and subject to the provisions purpose of Article 8any such audit.

Audit Rights. Upon [***] ([***]a) days prior notice from one party (referred to as the “Requesting Party” in this Section 6.6.2), A Party shall comply with all reasonable advance written requests of the other Party will permit, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by (and/or the Requesting Party and reasonably acceptable to the other Party, to examine, at the Requesting Party’s sole expense, internal or external auditors or Governmental Authorities) to review the relevant books and records of the other PartyParty consistent with applicable Law (including, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to the Servicer, the Records), such Confidential Information review to be at the expense of the requesting Party. Subject to applicable Law, the requesting Party and/or its internal or external auditors or Governmental Authorities shall be subject entitled to Article 8make copies and extracts from any applicable documents at the requesting Party’s own expense. If the audited Party’s compliance with, cooperation with and/or support of any such accounting firm concludes that additional payments were due review related to the Requesting Party, then the other such audited Party will pay cause the audited Party to expend additional resources that it otherwise would not spend in the Requesting normal course of providing the Guaranteed Servicer Obligations, the audited Party such additional payments within [***] ([***]) days of will notify the date the other requesting Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent requirement for additional resources ([***]%) of and the amount that was properly payable to hourly rate associated with each). Upon the Requesting requesting Party’s authorization, then the other audited Party will reimburse provide such assistance, the Requesting requesting Party will be charged at such associated hourly rates for person hours expended by the Requesting Party’s reasonable documented out-of-pocket costs audited Party personnel in supporting the requesting Party in connection with such review; provided that after the audit. If occurrence of a Default Trigger Event, any reasonable out of pocket expenses incurred by Servicer Performance Guarantor in connection with a review of the Records of Servicer shall be borne by Servicer and Servicer shall not be entitled to charge Servicer Performance Guarantor for its costs and expenses in connection with assisting in such accounting firm concludes that the other Party overpaid any payments to the Requesting review. (b) Each Party, then such overpayments will be credited against future amounts payable by the other Party at its own expense, agrees to the Requesting Party, or, if no further payments are permit an audit to be made to the other Party under this Agreementundertaken upon advance written notice and as reasonably necessary, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of when it is requested by the other Party or its Affiliates’ representatives in order to comply with applicable Laws related to banking, financial, or Sublicensees which are provided data privacy rules or regulations. (c) In addition to or subject audit rights as described in the previous sections and in Section 3.10, Servicer Performance Guarantor and its auditors, agents and regulators shall have the right, upon reasonable prior notice and during normal business hours, to review by conduct on-site and off-site reviews and audits of Servicer’s operations and performance with respect to the Requesting Party under provision of the Guaranteed Servicer Obligations and compliance with the terms of this Section 6.6.2 will be deemed Performance Guaranty and Laws applicable to Servicer. Servicer shall pay Servicer Performance Guarantor’s reasonable out of pocket costs and expenses of one audit per calendar year. Other than as explicitly set forth herein, the costs and expenses associated with any additional audits shall be the other Party’s Confidential Information responsibility of Servicer Performance Guarantor. Servicer shall promptly take action to remediate any deficiencies discovered in the course of any audit and subject to the provisions of Article 8shall implement any reasonably required remediation plans, which shall be developed in consultation with Servicer Performance Guarantor.

Audit Rights. Upon Without limiting any other express audit rights granted herein, each Party shall have the right, upon reasonable written notice during the Term, and for [***] ([***]) days prior notice from one party (referred to as the “Requesting after expiration or termination of this Agreement, at such Party” in this Section 6.6.2)’s expense, the other Party will permit, and will cause its Affiliates and Sublicensees to permit, through an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and accountant reasonably acceptable to the other PartyParty and upon execution of a confidentiality agreement, to examineexamine the records (including records relating to the Product, at the Requesting Party’s sole expenseSales Representatives, the relevant books and records Detailing of the Product and other PartyPromotional Activity Data, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the sampling and related records) that such other Party and payments made by any Party is required to keep in accordance with Article 6. An audit by the Requesting Party under terms of this Section 6.6.2 will occur Agreement during regular business hours; provided, however, that (i) such examination shall not take place more often than once in any Calendar Year per Year, (ii) such examination shall not cover records that have previously been audited, and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]iii) years before the date of the request. The accounting firm will be provided access such accountant shall report to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, Party only as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished or payments provided or made by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting . Any undisputed adjustments required as a result of overpayments or underpayments identified through a Party’s obligations with respect to such Confidential Information exercise of audit rights shall be subject to Article 8. If such accounting firm concludes that additional payments were due made by subtracting or adding, as appropriate, amounts from or to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, next payment or, if no further payments are to be made due, by payment to the other Party under this Agreementowed such adjustment within [***] days after identification of such adjustment. The Party requesting the audit shall bear the full cost of the audit; provided, however, the Requesting audited Party shall promptly repay reimburse the requesting Party for such overpayment. Notwithstanding any provision fees and expenses in the event the audit reveals an error of this Agreement to the contrary, all reports and financial information of the other Party overstatement or its Affiliates’ or Sublicensees which are provided understatement equal to or subject to review by exceeding [***] in the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8numbers reported in any Year. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

Audit Rights. Upon [***] 12.1 The Parties acknowledge and accept that, due to the nature of the Services provided, a mutual audit right is required for each Party ([***]) days prior notice from one party (referred to as the “Requesting Auditing Party” in this Section 6.6.2), the other Party will permit, ”) to be able to verify and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to the other Party, to examine, at the Requesting Party’s sole expense, the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose monitor the other Party’s Confidential Information compliance with its material obligations under this Agreement (the “Audited Party”). The following provisions of this clause 12 are to give effect to that requirement. 12.2 Upon receipt of the Requesting Auditing Party’s reasonable request, except the Audited Party shall provide the Auditing Party with any documentation or records which are reasonably required to enable the extent such disclosure is necessary Auditing Party to verify and monitor the accuracy of the reports furnished by the other Party in accordance Audited Party’s compliance with Section 6.6.1 or the amount of payments by any Party its obligations under this Agreement. Such information and records may be redacted to remove confidential commercial information not relevant to the request. 12.3 All information and records shall be provided without undue delay and where possible within 14 days of receipt of such request. The Audited Party shall also notify the Auditing Party of the name of the person within its organisation who will act as the point of contact for provision of the information required. 12.4 Subject to clauses 12.5 to 12.7, where, in which case the Requesting reasonable opinion of the Auditing Party, such documentation is not sufficient to demonstrate compliance or to meet the Auditing Party’s obligations with respect to such Confidential Information shall be subject a regulatory body (or in GBG’s case to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Partya Data Supplier), then the other Auditing Party will pay be entitled, upon reasonable prior written notice and upon reasonable grounds, to the Requesting Party such additional payments within [***] ([***]) days conduct an on-site audit of the date Audited Party’s premises or to appoint a third party auditor to conduct an on-site audit for the other Party receives such accountantpurposes of investigating the Audited Party’s written report. Further, if the amount of such underpayments exceeds compliance with its obligations under this Agreement. 12.5 Audits shall not be carried out on more than [***] percent ([***]%) one occasion per year of this Agreement unless the Auditing Party reasonably believes that the Audited Party is in material breach of the amount that was properly payable Agreement or unless the Auditing Party is required to do so by any regulatory body with competent jurisdiction (or in the Requesting Partycase of GBG, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs one of GBG's third party suppliers engaged in connection with the auditService). If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other The Auditing Party or its Affiliates’ auditor may be accompanied by representatives of any such regulatory body (or Sublicensees which are provided to Data Supplier in the case of GBG) in respect of any such audit imposed on the Audited Party. 12.6 All audits will be conducted in a manner that does not materially disrupt, delay or subject to review interfere with the Audited Party's performance of its business and shall be carried out at the expense of the Auditing Party. Should the audit reveal a material breach of the Agreement by the Requesting Audited Party, the Audited Party under this Section 6.6.2 will be deemed shall reimburse the Auditing Party for the full cost of the audit. 12.7 The Audited Party shall provide the Auditing Party (or any third party auditor as relevant) with full access to be its premises, employees, computers, IT systems and records as required for the other Party’s Confidential Information and subject to the provisions purpose of Article 8any such audit.

Audit Rights. Upon Each Party shall have the right for a period of […***…] after the latter of the date when expenses were incurred or payments made under this Agreement ([***]) days prior notice from one party (referred to as the “Requesting Party” in this Section 6.6.2), the other Party will permit, Expenses and will cause Payments”) to appoint at its Affiliates and Sublicensees to permit, expense an independent certified public accounting firm accountant of nationally recognized standing selected by (the Requesting Party and “Accounting Firm”) reasonably acceptable to the other Party, Party to examine, at the Requesting Party’s sole expense, inspect or audit the relevant books and records of the other Party, Party and its Affiliates and Sublicensees for to verify that the sole purpose amount of verifying the amounts reported by the other such payments or expenses were correctly determined. The Audited Party and payments made by any Party in accordance with Article 6. An its Related Parties shall each make its records available for inspection or audit by the Requesting 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 verify the Expenses and Payments hereunder were correctly determined. Such inspection or audit right shall not be exercised by the Auditing Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year may cover a period ending not more than […***…] prior to the date of such request. All records made available for inspection or audit shall be deemed to be Confidential Information of the Audited Party. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Expenses and Payments reported by the Audited Party hereunder, (a) if the amount of Expenses and Payments was over reported, the Party that received the overpayment shall promptly (but in any event no later than […***]) years before …] days after the date Audited Party’s receipt of the requestAccounting Firm’s report so concluding) make payment to the other Party of the over reported amount, and (b) if the amount of Expenses and Payments was underreported, the Party that owes the additional payment (but in any event no later than […***…] days after the Auditing Party’s receipt of the Accounting Firm’s report so concluding) make payment to the other Party of the underreported amount. The accounting firm will be provided access to Auditing Party shall bear the full cost of such books and records at audit unless such audit discloses an over reporting by the facility(iesAudited Party of more than the greater of (a) […***…] percent ([…***…]%) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion aggregate amount of the Expenses and Payments reportable in any Calendar Year, and (b) USD $[…***…], in which case the Audited Party shall reimburse the Auditing Party for all costs incurred by the Auditing Party in connection with such inspection or audit, . (a) The Accounting Firm will disclose to the accounting firm will provide both Parties a written report disclosing any discrepancies with Auditing Party only whether the Expenses and Payments are correct or incorrect and the specific details concerning any such discrepancies. Such accounting firm shall not disclose the No other Party’s Confidential Information information will be provided to the Requesting Party, except 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 Accounting Firm to execute a reasonable confidentiality agreement prior to commencing any such audit. The Accounting Firm shall provide a copy of its report and findings to the extent such disclosure is necessary to verify Audited Party. (b) Upon the accuracy expiration of […***…] following the reports furnished by end of any Calendar Year, the other Party in accordance with Section 6.6.1 or the amount calculation of payments by any Party under this Agreement, in which case the Requesting Party’s obligations Royalties payable with respect to such Confidential Information shall Calendar Year will be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Partybinding and conclusive upon both Parties, then and the other Party will pay be released from any liability or accountability with respect to the Requesting Party Expenses and Payments for such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8Calendar Year.

Audit Rights. Upon [***] ([***]) days prior notice from one party (referred 13.1.1 Subject to as the “Requesting Party” restrictions regarding Proprietary Information set forth in this Section 6.6.2)Agreement, the other a Party will permit, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to (Auditing Party) may audit the other Party's (Audited Party) books, records, data and other documents, as provided herein, two (2) times each Contract Year for the purpose of evaluating the accuracy of Audited Party's billing and invoicing. For purposes of this Section 13.1, “Contract Year” means a twelve (12) month period during the term of the Agreement commencing on the Effective Date and each anniversary thereof. The scope of the audit shall be limited to examinethe services provided and purchased by the Parties and the associated charges, at books, records, data and other documents relating thereto for the Requesting period which is the shorter of (i) the period subsequent to the last day of the period covered by the audit which was last performed (or if no audit has been performed, the Effective Date) and (ii) the twenty-four (24)-month period immediately preceding the date the Audited Party received notice of such requested audit. Except as otherwise agreed upon by the Parties, such audit shall begin no fewer than thirty (30) days after Audited Party receives a written notice requesting an audit and shall be completed no later than forty-five (45) calendar days after the start of such audit. Such audit shall be conducted by one (1) or more auditor(s) mutually agreed upon by the Parties. The Parties shall select such auditor(s) by the thirtieth day following Audited Party's receipt of a written audit notice. The Auditing Party shall cause the auditor(s) to execute a nondisclosure agreement in a form agreed upon by the Parties. Notwithstanding the foregoing, an Auditing Party may audit as provided herein more than two (2) times during any Contract Year if the previous audit found previously uncorrected net variances or errors in invoices in Audited Party’s sole expensefavor with an aggregate value of at least one and one-half percent (1 1/2%) of the amounts payable by Auditing Party for audited services provided during the period covered by the audit. 13.1.2 Each Party shall bear its own expenses in connection with the conduct of the audit. Each audit shall be conducted on the premises of Audited Party during normal business hours. Audited Party shall cooperate fully in any such audit, providing the relevant books auditor reasonable access to any and all appropriate Audited Party employees and books, records and other documents reasonably necessary to assess the accuracy of Audited Party's billing and invoicing. No Party shall have access to the data of the other Party, its Affiliates but shall rely upon summary results provided by the auditor. Audited Party may redact from the books, records and Sublicensees other documents provided to the auditor any confidential Audited Party information that reveals the identity of other Customers of Audited Party. Each Party shall maintain reports, records and data relevant to the billing of any services that are the subject matter of this Agreement for a period of not less than twenty-four (24) months after creation thereof, unless a longer period is required by Applicable Law. 13.1.3 If any audit confirms any undercharge or overcharge, then Audited Party shall (i) for any overpayment promptly correct any billing error, including making refund of any overpayment by Auditing Party in the form of a credit on the invoice for the sole purpose of verifying first full billing cycle after the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify have agreed upon the accuracy of the reports audit results and (ii) for any undercharge caused by the actions of or failure to act by Audited Party, immediately compensate Auditing Party for such undercharge, in each case with interest at the lesser of (x) one and one-half (1 1/2%) percent per month and (y) the highest rate of interest that may be charged under Applicable Law, compounded daily, for the number of days from the date on which such undercharge or overcharge originated until the date on which such credit is issued or payment is made and available, as the case may be. Notwithstanding the foregoing, Climax shall not be liable for any Underbilled Charges for which Customer Usage Data was not furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect AT&T MICHIGAN to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments Climax within [***] six ([***]6) days months of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that usage was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8incurred.

Audit Rights. Upon [***] At all times during the term of this Agreement, each Party shall maintain books of account, receipts, disbursements and all other records relating to the Services performed by such Party and its Subsidiaries and Third Party Service Providers hereunder, other than with respect to the fixed monthly fee for Corporate Services ([***]) days prior notice from one party (referred to as the “Requesting Records”). Twice per calendar year during any period in which Services are performed pursuant to this Agreement, each Party shall have the right, upon thirty (30) days’ prior written notice to the other Party and at reasonable times during usual business hours of the other Party (and in a manner that does not unreasonably interfere with the operations of such other Party and its Subsidiaries and subject to the limitations of Section 2.7), to audit the Records in respect of the fees charged during the calendar year prior to such audit for the Services provided by the other Party” in this Section 6.6.2). In the event that the audit reveals that a Party was overbilled or under-billed, such Party shall deliver a written notice to the other Party notifying it of such amount and providing a reasonably detailed description of such overbilling or under-billing. Upon receipt of such notice, the other Party will permit, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by research the Requesting Party and reasonably acceptable to the other Party, to examine, at the Requesting Party’s sole expense, the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party items in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once question in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing prompt manner and the accounting firm with access Parties shall cooperate to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing resolve any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party differences in accordance with Section 6.6.1 2.4. The Party performing the audit shall bear the cost of such audit unless the audit reveals that the other Party overbilled such Party by five percent (5.0%) or more with respect to the amount of payments by any Party under this Agreementperiod being audited, in which case the Requesting Party’s obligations other Party shall bear the reasonable costs of such audit. Any discrepancy revealed by the audit and agreed by the Parties or otherwise resolved in accordance with respect to such Confidential Information Section 2.4 shall be subject to Article 8. If such accounting firm concludes that additional payments were due paid to the Requesting overbilled/under-billed Party, then the other Party will pay . The right to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable initiate an audit pursuant to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party Section 4.4 shall promptly repay such overpayment. Notwithstanding any provision survive termination or expiration of this Agreement to for a period of six (6) months. For all purposes of this Section 4.4, the contrary, all reports and financial information “Services” shall include the operation or management of the other Party Post-Closing Assets, Post-Closing Liabilities or its Affiliates’ or Sublicensees which are provided Post-Closing Entities pursuant to or subject Section 2.1(d) and the management of the Non-ECR Client Contracts pursuant to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 82.1(e).

Audit Rights. Upon [***] ([***]) days prior notice from one party (referred 28.1.1 Subject to the restrictions set forth in Article XX and except as the “Requesting Party” may be otherwise specifically provided in this Section 6.6.2)Agreement, the other a Party will permit, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to (“Auditing Party”) may audit the other Party's (“Audited Party”) books, records, data and other documents, as provided herein, once each Contract Year for the purpose of evaluating the accuracy of Audited Party's billing and invoicing. The scope of the audit shall be limited to examinethe services provided and purchased by the Parties and the associated charges, at books, records, data and other documents relating thereto for the Requesting period which is the shorter of: (i) the period subsequent to the last day of the period covered by the Audit which was last performed (or if no audit has been performed, the Effective Date), and (ii) the twenty-four (24) month period immediately preceding the date the Audited Party received notice of such requested audit. Such audit shall begin no fewer than thirty (30) days after Audited Party receives a written notice requesting an audit and shall be completed no later than thirty (30) days after the start of such audit. Such audit shall be conducted by an independent auditor acceptable to both Parties. The Parties shall select an auditor by the thirtieth day following Audited Party's receipt of a written audit notice, Auditing Party shall cause the independent auditor to execute a nondisclosure agreement in a form agreed upon by the Parties. Notwithstanding the foregoing, an Auditing Party may audit Audited Party’s sole expensebooks, records and documents more than once during any Contract Year if the relevant books previous audit found previously uncorrected net variances or errors in invoices in Audited Party’s favor with an aggregate value of at least two percent (2%) of the amounts payable by Auditing Party for audited services provided during the period covered by the audit. 28.1.2 Each audit shall be conducted on the premises of Audited Party during normal business hours. Audited Party shall cooperate fully in any such audit, providing the independent auditor reasonable access to any and all appropriate Audited Party employees and books, records and other documents reasonably necessary to assess the accuracy of Audited Party's bills. No Party shall have access to the data of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported but shall rely upon summary results provided by the independent auditor. Audited Party may redact from the books, records and other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited documents provided to the pertinent books independent auditor any confidential Audited Party information that reveals the identity of other Customers of Audited Party. Each Party shall maintain reports, records and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information data relevant to the Requesting Party, except to billing of any services that are the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision matter of this Agreement to the contrary, all reports and financial information for a period of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8.not less than twenty-four

Audit Rights. Upon (i) Each Party (the “Auditing Party”) shall have the right during the [***] period described in Section 9.10(a) to ([***]a) days prior notice from one party (referred to as the “Requesting Party” in this Section 6.6.2), the other Party will permit, and will cause appoint at its Affiliates and Sublicensees to permit, expense an independent certified public accounting firm accountant of nationally recognized standing selected by (the Requesting Party and “Accounting Firm”) reasonably acceptable to the other Party (the “Audited Party, ”) to examine, at the Requesting Party’s sole expense, audit the relevant books and financial records of the other Party, Audited Party and its Affiliates to verify that the amount of such payments were correctly determined or (b) require the Audited Party to (i) appoint such an Accounting Firm to conduct such an audit of the applicable sublicensee and Sublicensees for (ii) provide the sole purpose results of verifying such audit to the amounts reported by the other Auditing Party. The Audited Party and payments made by any Party in accordance with Article 6. An its Affiliates shall each make its financial records available for audit by the Requesting 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 verify the payments hereunder were correctly determined. Such audit right shall not be exercised by the Auditing Party under this Section 6.6.2 will occur not more than once [***] nor (with respect to Zymeworks as the Auditing Party) more than [***] with respect to sales of Licensed Product in any Calendar Year a particular period and will be limited to the pertinent books and records for any Calendar Year may cover a period ending not more than [***] ([***]) years before prior to the date of the such request. The accounting firm will All records made available for audit pursuant to this Section 9.10(b) shall be provided access deemed to such books and records at the facility(ies) be Confidential Information of the other Audited Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion results of the each audit, the accounting firm will provide if any, shall be binding on both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or Parties. (ii) If the amount of payments any payment hereunder was underreported by Jazz, Jazz shall promptly (but in any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within event no later than [***] ([***]) days after its receipt of the date Accounting Firm’s report so concluding) make payment to Zymeworks of the other Party receives underreported amount. Zymeworks shall bear the full cost of an audit that it conducts (or requires to be conducted) pursuant to this Section 9.10(b) unless such accountant’s written report. Further, if the amount audit discloses an under reporting by Jazz of such underpayments exceeds more than [***] percent of the aggregate amount of the payments hereunder reportable in any Calendar Year, in which case Jazz shall reimburse Zymeworks for the reasonable audit fees for such audit, in addition to paying the underreported amount. (iii) If the amount of any reimbursable costs or expenses reimbursed hereunder by ▇▇▇▇ was overreported by Zymeworks, Zymeworks shall promptly (but in any event no later than [***]%) ] after its receipt of the Accounting Firm’s report so concluding) make payment to Jazz of the overpaid amount. Jazz shall bear the full cost of an audit that it conducts (or requires to be conducted) pursuant to this Section 9.10(b) unless such audit discloses an over-charging by Zymeworks of more than [***] of the aggregate amount that was properly payable of the payments hereunder reportable in any Calendar Year, in which case Zymeworks shall reimburse Jazz for the reasonable audit fees for such audit, in addition to reimbursing the over-paid amount. (iv) The Accounting Firm will disclose to the Requesting Auditing Party only whether the payments subject to such audit are correct or incorrect and the specific details concerning any discrepancies. No other information regarding the results of such audit will be provided to the Auditing Party without the prior consent of the Audited Party, then . The Audited Party is entitled to require the other Party will reimburse the Requesting Party for the Requesting Party’s Accounting Firm to execute a reasonable documented out-of-pocket costs in connection with the confidentiality agreement prior to commencing any such audit. If such accounting firm concludes that the other Party overpaid any payments The Accounting Firm shall provide a copy of its report and findings to the Requesting Audited Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8.

Audit Rights. Upon [***] ([***]a) days prior notice from one Hearst and TC shall mutually agree upon the measurement methods and calculations required to determine whether a revenue or an expense is applicable to Advertisements on the Co-Branded Areas. Either party (referred the "Inspecting Party") shall have the right, upon reasonable written notice to as the “Requesting other party (the "Audited Party” "), to inspect, or have its agents inspect, the Audited Party's books and records and all other documents and material in this Section 6.6.2)the possession of or under its control with respect to the Income Statements prepared and delivered by the Audited Party at the place or places where such records are normally retained by the other party. Both parties or its agents shall have free and full access thereto during normal business hours for such purposes and shall be permitted to be able to make copies thereof and extracts therefrom. In the event that such inspection reveals a discrepancy in the amount of any payments owed to the other party from what was actually paid, the other Party will permitparty shall pay such discrepancy. In the event that such discrepancy is in excess of ten percent (10%) of the payments due for the period audited, the party shall also reimburse the other party for the reasonable costs of performing the audit. All books and will cause its Affiliates records relative to either party's obligations hereunder shall be maintained and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party kept accessible and reasonably acceptable available to the other Party, to examine, party for inspection for at least two (2) years after termination of this Agreement. (b) If the Requesting Party’s sole expenseInspecting Party disputes the determination of revenue stated on an Income Statement, the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited parties shall use their best efforts to the pertinent books and records for any Calendar Year ending not more than [***] resolve such dispute within thirty ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]30) days of the date Inspecting Party's written notification to the other Audited Party receives of such accountant’s written reportdispute. FurtherIf at the end of such thirty (30) day period, if the Inspecting Party and the Audited Party are unable to resolve such dispute, the Inspecting Party and the Audited Party shall, as promptly as possible, but within five (5) days, select and appoint a nationally recognized independent public accounting firm (an "Arbiter") mutually acceptable ------- to the Inspecting Party and the Audited Party to resolve such dispute within forty-five (45) days. The determination and resolution of the Arbiter shall be final and binding upon the Inspecting Party and the Audited Party. If the Inspecting Party and the Audited Party cannot agree on such a mutually acceptable Arbiter within such five (5) day period, each of the Inspecting Party and the Audited Party shall select one (1) Arbiter within five (5) days, and the two (2) Arbiters so selected shall jointly select within ten (10) days a third Arbiter to resolve such dispute. In such event, the determination of the third Arbiter shall be final and binding upon the Inspecting Party and the Audited Party. In the event that either the Inspecting Party or the Audited Party, as the case may be, fails to select an Arbiter (as contemplated by the second preceding sentence) within such five (5) day period, such party shall lose its right to select an Arbiter, and the decision of the one (1) selected Arbiter shall be final and binding upon the Inspecting Party and the Audited Party. Disputes with respect to the calculation of revenues shall in no way affect the Audited Party's obligation to make timely payment to the Inspecting Party of the TC Revenue Payment or Hearst Revenue Payment, as the case may be, and the Audited Party shall deliver to the Inspecting Party in a timely manner the full amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable TC Revenue Payment or Hearst Revenue Payment, as the case may be, as calculated pursuant to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8relevant Income Statement.

Audit Rights. Upon [***] ([***]a) days prior notice Each Party will keep complete and accurate records used to determine the payments requested from one party the other Party hereunder or, in the case of Customer, the amount of and payments by Customer attributed to the Minimum Annual Marketing Commitment, for a period of at least three (3) years after any such obligation accrues. During the term of this Agreement and for two (2) years thereafter, each Party will have the right to have an inspection and audit of the other Party's relevant books and records (an "Audit") with respect thereto. The Party requiring an Audit shall be referred to as the “Requesting Auditing Party and the party that is the subject of such Audit shall be referred to as the Audited Party” . An Audit shall be conducted by an independent audit professional chosen by the Auditing Party (subject to the Audited Party's reasonable acceptance) and paid by the Auditing Party, no more often than once every twelve (12) months, during regular business hours at the Audited Party's offices and in this Section 6.6.2)a manner that does not unduly interfere with the Audited Party's business operations. If, in the case of payments between the Parties, an Audit reveals that the Audited Party has underpaid the amounts owed to the Auditing Party, the other Audited Party will permitpromptly pay to the Auditing Party the amounts underpaid. If, and will cause its Affiliates and Sublicensees to permitin the case of payments between the Parties, an independent certified public accounting firm of nationally recognized standing selected Audit reveals that the Auditing Party has overpaid the amounts owed to the Audited Party, the Audited Party will promptly reimburse the Auditing Party the amount overpaid. In either event, but not with respect to Customer's marketing obligations, if such audit indicates an overpayment by the Requesting Auditing Party and reasonably acceptable or an underpayment by the Audited Party of more than five percent (5%) of the actual amount determined by such Audit, then the Audited Party shall reimburse the Auditing Party the reasonable costs of such Audit. (b) In addition, each Party shall have the right, upon at least seven (7) days prior written notice, to audit (during regular business hours at the other Party, to examine's offices and in a manner that does not unduly interfere with the other Party's business operations) at the auditing party's sole expense the other party's compliance with the confidentiality obligations under this Agreement, at the Requesting Party’s sole expense, the relevant books any time a Party has reasonable and records credible evidence of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount 's violation of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8obligations.

Audit Rights. Upon [***] ([***]) days prior notice from one party (referred Each Party shall have the right to as request, but not more than once per quarter during the “Requesting Party” in term of this Section 6.6.2), the other Party will permit, and will cause its Affiliates and Sublicensees to permitMaster Agreement, an independent certified public accounting firm of nationally recognized standing accountant selected by the Requesting such Party to inspect and reasonably acceptable to the other Party, to examinereview, at the Requesting requesting Party’s sole expense, the relevant books records, documents and records facilities (including, as applicable, the Ethanol Facility or Grain Facility) of the other Party that directly relate to and directly support this Master Agreement and the Goods and Services Agreements, to verify such Party’s compliance with the Master Agreement and the Goods and Services Agreements then in effect. Each Party shall have the right to request, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur but not more than once in any Calendar Year per year during the term of this Master Agreement, an independent certified public accountant selected by the requesting Party to inspect and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records audit, at the facility(iesrequesting Party’s sole expense, the records, documents and facilities (including the Ethanol Facility and Grain Facility) of the other Party that directly relate to and directly support the Master Agreement or Goods and Services Agreements to verify such Party’s compliance with the Master Agreement and the Goods and Services Agreements then in effect. Such inspections (i) shall be subject to the confidentiality requirements set forth in the Confidentiality Agreement between the Parties of even date herewith, its Affiliates or Sublicenseesthe form of which is attached hereto, as applicable, where such books and records are normally kept and such examination will (ii) shall be conducted during normal business hourshours and in such a manner that does not unreasonably interfere with the relevant Party’s business operations, and (iii) shall not be unduly burdensome. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion scope of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm inspections shall not disclose include any reasonable follow-up inspection that may be identified in the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is initial inspection as reasonably necessary to verify compliance with the accuracy Master Agreement and the Goods and Services Agreements then in effect. If any error is discovered during or as a result of such inspections in any statement rendered under any Goods and Services Agreement and such error is on the reports furnished part of Cargill and results in a payment that is due to Producer, the amount due plus interest on such amount at the Default Rate shall be promptly paid to Producer by Cargill (or put in escrow pending resolution of any dispute pursuant to Section 6). If any error is discovered during or as a result of such inspections in any statement rendered under any Goods and Services Agreements and such error is on the other Party part of Producer and results in a payment that is due to Cargill, the amount due plus interest on such amount at the Default Rate shall be promptly paid to Cargill by Producer (or put in escrow pending resolution of any dispute pursuant to Section 6). Producer and Cargill each covenant that it will maintain accurate and complete production and delivery records relating to the Goods and Services Agreements in a prudent and businesslike manner in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8sound commercial practices.

Audit Rights. Upon [***] ([***]a) days prior notice from one Each party (referred shall have the right at its sole cost and expense to as inspect the “Requesting Party” in this Section 6.6.2), the other Party will permit, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to the other Party, to examine, at the Requesting Party’s sole expense, the relevant books and records of the other Partyparty (including 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) Each party shall use commercially reasonable efforts to provide the other party with 15 calendar days’ prior written notice of its intention to conduct such Audit; (ii) to the extent permitted by Applicable Laws each party shall provide the other party and its external advisors with reasonable access, during normal business days and hours to such party’s place of business, its Affiliates books and Sublicensees records (including the Records), and the Designated Representative of such party for the purposes of conducting the Audit; (iii) Each party confirms and acknowledges that the other party and its external advisors will at all times be accompanied by a representative of the other party; (iv) the Audit shall be conducted as efficiently as possible and with as little disruption to the business operations of the party being audited as reasonably possible; (v) as a condition precedent to the obligation of a party to grant the other party’s external advisors access to such party’s premises and books and records (including the Records), such external advisors must first execute a confidentiality agreement in favour of the party being audited in a form reasonably satisfactory to such party which provides for obligations of confidentiality which are substantially similar to the obligations of confidentiality provided for in Section 8.1 and (vi) all costs and expenses incurred by the auditing party in connection with such Audit shall be for the sole purpose account of verifying such party, provided that if such Audit reveals an Underpayment which is greater than five percent (5%), the amounts reported party being audited shall reimburse the auditing party for such costs and expenses promptly upon presentment of an invoice therefor. (c) The results of each Audit (each an "Audit Report") shall be provided by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited auditing party to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) Designated Representative of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion party within seven calendar days after receipt of the auditAudit Report by such party. With respect to each Audit Report, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy Designated Representatives of the reports furnished Parties shall meet (in person or by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments telephone) within [***] ([***]) 30 calendar days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) provision of the amount that was properly payable Audit Report to the Requesting PartyDesignated Representative of the party being audited in order to discuss the findings of the Audit Report. (d) lf the Designated Representatives of the Parties mutually agree on the findings set out in the Audit Report, then the then: (i) any underpayment of any fees or other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts which are payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees party which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject was audited pursuant to the provisions of Article 8this Agreement during the audited period (each an "Underpayment") shall be promptly paid to the other party in immediately available funds; (ii) any overpayment of any fees or other payments which are payable pursuant to the provisions of this Agreement during the audited period (each an "Overpayment") shall be set-off against any outstanding or future payments due to such party; and (iii) the Designated Representatives of each Party shall take such other actions as are reasonably necessary to address any other item dispute or deficiency set out in the Audit Report. (e) Either party may submit any dispute regarding the calculations set forth in this section or with respect to the results of any audit to arbitration as hereinafter set forth. The matter shall be submitted to a chartered accountant who is a partner of a national Canadian accounting firm acceptable to both parties whose decision shall be final and binding on the parties. In the event the parties cannot agree on the accountant, either party may apply for the appointment of an arbitrator under the Arbitrations Act (Ontario). The decision of the arbitrator so appointed will be final and binding on the parties.

Audit Rights. Upon [***] Each Party shall have the right, during normal business hours, and no more than once per calendar year, with more frequent audits upon agreement of the Parties ([***]) days prior notice from one party (referred such agreement not to as the “Requesting Party” in this Section 6.6.2be withheld unreasonably), to inspect and audit: (a) those portions of the facilities of each Party, or any of its Affiliates, Sublicensees, subcontractors and investigator sites used in the performance of the Operating Plan/Budget, the manufacturing of Product to be supplied pursuant to this Agreement, and/or commercialization activities within the Territory, to ascertain compliance with applicable laws and Marketing Approvals, including current Good Laboratory Practices, Good Clinical Practices and Good Manufacturing Practices (“GMP”), and conformance with the applicable specifications and quality assurance standards, provided that the inspecting Party shall on such occasions be accompanied by a representative of the other Party will permit(and such other Party must reasonably cooperate in making its representative available for such purpose); and (b) any of the other Party’s documentation or its Affiliates’, Sublicensees’, subcontractors’ or investigators’ documentation relating to the Operating Plan/Budget, the manufacturing of Product to be supplied pursuant to this Agreement, and/or commercialization activities within the Territory, including, to the extent permitted by law and will cause any applicable privacy policies, the medical records of any patient participating in any clinical study under the Operating Plan/Budget. Notwithstanding the foregoing, in the event that BioMarin CF’s GMP compliance group determines that an audit is appropriate due to any issue relating to manufacturing, testing or other aspects of GMP compliance then BioMarin CF shall have the right to require additional audits of La Jolla, its Affiliates Affiliates, Sublicensees, subcontractor and Sublicensees investigation sites until all such issues have been resolved. In addition, a Party’s audit right shall be limited by bona fide Third Party agreements or confidentiality obligations, provided, however, that each Party shall use its reasonable efforts to: (i) obtain audit rights for the other Party under such agreements; but (ii) cannot guarantee such other Party is granted audit rights to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting same extent which a Party has audit rights in any agreements executed after the Effective Date; and reasonably acceptable if a Party is unable to obtain such audit rights for the other Party, then upon request it shall exercise its own rights with respect to examine, at such an audit for the Requesting Party’s sole expense, the relevant books and records benefit of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8.

Audit Rights. (A) Upon [***] ([***]) days prior notice from one party (referred to the written request of Isis or Alnylam, as the “Requesting Party” in this Section 6.6.2), the other Party will permitcase may be, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to the other Party, to examine, at the Requesting Party’s sole expense, the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and each calendar year, Isis or Alnylam will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of permit the other Party, its Affiliates or Sublicensees, as applicable, where such books 's independent certified public accountant to have access upon reasonable advance notice and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee hours to its records as may require the accounting firm to sign a be reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the royalty reports furnished by hereunder for the other current year and the preceding 2 years prior to the date of such request. The accounting firm will disclose to the auditing Party in accordance with Section 6.6.1 only whether the royalty reports are correct or incorrect, the specific details concerning any discrepancies, and the corrected amount of payments Net Sales and royalty payments. No other information will be provided to the auditing Party. Once a Party has audited a particular calendar year under this section, the Party will be precluded from subsequently auditing such calendar year. In any sublicense granted by any a Party under this Agreement, in which case such Party will endeavor to secure a similar audit right and if reasonably requested by the Requesting Party’s obligations with respect to other Party will enforce such Confidential Information shall be subject to Article 8. audit right. (B) If such accounting firm concludes that additional payments royalties were due to owed during such period, the Requesting Party, then the other delinquent Party will pay to the Requesting Party such additional payments royalties within [***] ([***]) 90 days of the date the other such Party receives such accountant’s the accounting firm's written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If The fees charged by such accounting firm concludes that will be paid by the auditing Party unless the additional royalties, milestones or other payments owed by the audited Party overpaid any exceed 5% of the royalties, milestones or other payments paid for the time period subject to the Requesting Partyaudit, then such overpayments in which case the audited Party will be credited against future amounts payable pay the reasonable fees and expenses charged by the other accounting firm. (C) Each Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, will treat all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be 9.3 or under any sublicense agreement in accordance with the other Party’s Confidential Information and subject to the confidentiality provisions of Article 812, and will cause its accounting firm to enter into an acceptable confidentiality agreement obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement.

Audit Rights. Upon [***] ([***]) days prior notice from one party (referred 27.1.1 Subject to the restrictions set forth in Article XX and except as the “Requesting Party” may be otherwise specifically provided in this Section 6.6.2)Agreement, the other a Party will permit, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to (“Auditing Party”) may audit the other Party’s (“Audited Party”) books, to examinerecords, at data and other documents, as provided herein, once annually (commencing on the Requesting Service Start Date) for the purpose of evaluating the accuracy of Audited Party’s sole expensebilling and invoicing of the services provided hereunder. The scope of the audit shall be limited to the period which is the shorter of (i) the period subsequent to the last day of the period covered by the Audit which was last performed (or if no audit has been performed, the relevant books Service Start Date) and (ii) the twelve (12) month period immediately preceding the date the Audited Party received notice of such requested audit, but in any event not prior to the Service Start Date. Such audit shall begin no fewer than thirty (30) days after Audited Party receives a written notice requesting an audit and shall be completed no later than thirty (30) days after the start of such audit. Such audit shall be conducted by an independent auditor acceptable to both Parties. The Parties shall select an auditor by the thirtieth day following Audited Party’s receipt of a written audit notice. Auditing Party shall cause the independent auditor to execute a nondisclosure agreement in a form agreed upon by the Parties. Notwithstanding the foregoing, an Auditing Party may audit Audited Party’s books, records and documents more than once annually if the previous audit found previously uncorrected net variances or errors in invoices in Audited Party’s favor with an aggregate value of at least two percent (2%) of the amounts payable by Auditing Party for audited services provided during the period covered by the audit. 27.1.2 Each audit shall be conducted on the premises of the Audited Party during normal business hours. Audited Party shall cooperate fully in any such audit and shall provide the independent auditor reasonable access to any and all appropriate Audited Party employees and books, records and other documents reasonably necessary to assess the accuracy of Audited Party’s bills. No Party shall have access to the data of the other Party, its Affiliates but shall rely upon summary results provided by the independent auditor. Audited Party may redact from the books, records and Sublicensees other documents provided to the independent auditor any confidential Audited Party information that reveals the identity of other Customers of Audited Party. Each Party shall maintain reports, records and data relevant to the billing of any services that are the subject matter of this Agreement for a period of not less than twenty-four (24) months after creation thereof, unless a longer period is required by Applicable Law. 27.1.3 If any audit confirms any undercharge or overcharge, then Audited Party shall (i) for any overpayment promptly correct any billing error, including making refund of any overpayment by Auditing Party in the form of a credit on the invoice for the sole purpose of verifying first full billing cycle after the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify have agreed upon the accuracy of the reports audit results and (ii) for any undercharge caused by the actions of or failure to act by the Audited Party, immediately compensate Auditing Party for such undercharge, in each case with interest at the lesser of (x) one and one-half (1½%) percent per month and (y) the highest rate of interest that may be charged under Applicable Law, compounded daily, for the number of days from the date on which such undercharge or overcharge originated until the date on which such credit is issued or payment is made and available, as the case may be. Notwithstanding the foregoing, Requesting Carrier shall not be liable for any Underbilled Charges for which Customer Usage Data was not furnished by Ameritech to Requesting Carrier within ten (10) months of the other date such usage was incurred. 27.1.4 Audits shall be at Auditing Party’s expense, subject to reimbursement by Audited Party in accordance with Section 6.6.1 the event that an audit finds, and the Parties subsequently verify, adjustment in the charges or in any invoice paid or payable by Auditing Party hereunder by an amount that is, on an annualized basis, greater than two percent (2%) of the amount of payments aggregate charges for the audited services during the period covered by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information audit. 27.1.5 Any disputes concerning audit results shall be subject referred to Article 8the Parties’ respective responsible personnel for informal resolution. If such accounting firm concludes that additional payments were due to these individuals cannot resolve the Requesting Party, then the other Party will pay to the Requesting Party such additional payments dispute within [***] thirty ([***]30) days of the date the other referral, either Party receives such accountant’s written report. Furthermay request in writing that an additional audit shall be conducted by an independent auditor acceptable to both Parties, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8requirements set out in Section 27.1.1. Any additional audit shall be at the requesting Party’s expense.

Audit Rights. Upon [***] 10.10.1 Each Party ([***]) days prior notice from one party (referred to as the “Requesting Auditing Party” in this Section 6.6.2)”) shall have the right, at its own expense, no more than ** per Calendar Year and not more frequently than ** with respect to books and records covering any specific period of time, to inspect the other Party’s (the “Inspected Party”) relevant financial books and records with respect to Development Costs or other costs reimbursable hereunder, as well as Net Sales and Royalty determination, as applicable, for the ** Calendar Years through an independent internationally recognized auditor (“Auditor”) designated by the Auditing Party and approved by the Inspected Party, such approval not to be unreasonably withheld, conditioned or delayed. Before beginning its audit, the other Party will permit, and will cause its Affiliates and Sublicensees to permit, Auditor shall execute an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably undertaking acceptable to the other Party, Inspected Party by which the Auditor agrees to examine, at keep confidential all information reviewed during the Requesting Party’s sole expense, audit. The Auditor shall have the relevant books and records of right to disclose to the other Party, Auditing Party only its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and conclusions regarding any payments made by any Party in accordance with Article 6. An audit by the Requesting Party owed under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to Agreement or the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. Supply Agreement. 10.10.2 The accounting firm will be provided access to Inspected Party shall make such books and records available for inspection by such Auditor, during regular business hours at such place or places where such records are customarily kept and upon at least ** advance written notice, for the purpose of such Auditor confirming the correctness or completeness of any calculations or payments to be made pursuant to this Agreement or the Supply Agreement. 10.10.3 The Auditor shall provide its audit report and basis for any determination to the Inspected Party at the facility(ies) time such report is provided to the Auditing Party and in any event before it is considered final. 10.10.4 In the event that the final result of such an audit reveals an underpayment by the other Inspected Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the auditthen unless disputed, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm Inspected Party shall not disclose the other Party’s Confidential Information remit payment to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy Auditing Party of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, the underpayment plus interest as set forth in which case the Requesting Party’s obligations with respect to such Confidential Information Section 10.9. Any overpayments shall promptly be subject to Article 8. If such accounting firm concludes that additional payments were due refunded to the Requesting Inspected Party. In the event that the underpayment or overpayment for any given audit period ** of the amount paid by the Inspected Party for such audit period, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days cost of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will Auditor shall be credited against future amounts payable borne by the other Inspected Party to the Requesting Partyand otherwise, or, if no further payments are to it shall be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review borne by the Requesting Party under this Section 6.6.2 will be deemed to be the other Auditing Party’s Confidential Information and subject to the provisions of Article 8.

Audit Rights. Upon [***] 17.1. The Parties acknowledge and accept that, due to the nature of the Services provided, a mutual audit right is required for each Party ([***]) days prior notice from one party (referred to as the “Requesting Auditing Party” in this Section 6.6.2), the other Party will permit, ”) to be able to verify and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to the other Party, to examine, at the Requesting Party’s sole expense, the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose monitor the other Party’s Confidential Information compliance with its material obligations under this Agreement (the “Audited Party”). The following provisions of this clause 17 are to give effect to that requirement. 17.2. Upon receipt of the Requesting Auditing Party’s reasonable request, except the Audited Party shall provide the Auditing Party with any documentation or records which are reasonably required to enable the extent such disclosure is necessary Auditing Party to verify and monitor the accuracy of the reports furnished by the other Party in accordance Audited Party’s compliance with Section 6.6.1 or the amount of payments by any Party its obligations under this Agreement. Such information and records may be redacted to remove confidential commercial information not relevant to the request. 17.3. All information and records shall be provided without undue delay and where possible within 14 days of receipt of such request. The Audited Party shall also notify the Auditing Party of the name of the person within its organisation who will act as the point of contact for provision of the information required. 17.4. Subject to clauses 17.5 to 17.7, where, in which case the Requesting reasonable opinion of the Auditing Party, such documentation is not sufficient to demonstrate compliance or to meet the Auditing Party’s obligations with respect to such Confidential Information shall be subject a regulatory body (or in GBG’s case to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Partya Data Supplier), then the other Auditing Party will pay be entitled, upon reasonable prior written notice and upon reasonable grounds, to the Requesting Party such additional payments within [***] ([***]) days conduct an on-site audit of the date Audited Party’s premises or to appoint a third party auditor to conduct an on-site audit for the other Party receives such accountantpurposes of investigating the Audited Party’s written reportcompliance with its obligations under this Agreement. 17.5. Further, if the amount of such underpayments exceeds Audits shall not be carried out on more than [***] percent ([***]%) one occasion per year of this Agreement unless the Auditing Party reasonably believes that the Audited Party is in material breach of the amount that was properly payable Agreement or unless the Auditing Party is required to do so by any regulatory body with competent jurisdiction (or in the Requesting Partycase of GBG, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs one of GBG's third party suppliers engaged in connection with the auditService). If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other The Auditing Party or its Affiliates’ auditor may be accompanied by representatives of any such regulatory body (or Sublicensees which are provided to third party Data Supplier in the case of GBG) in respect of any such audit imposed on the Audited Party. 17.6. All audits will be conducted in a manner that does not materially disrupt, delay or subject to review interfere with the Audited Party's performance of its business and shall be carried out at the expense of the Auditing Party. Should the audit reveal a material breach of the Agreement by the Requesting Audited Party, the Audited Party under this Section 6.6.2 will be deemed shall reimburse the Auditing Party for the full cost of the audit. 17.7. The Audited Party shall provide the Auditing Party (or any third party auditor as relevant) with reasonable, supervised access to be its premises, employees, computers, IT systems and records as required for the other Party’s Confidential Information and subject to the provisions purpose of Article 8any such audit.

Audit Rights. Upon (a) Each Party (the “Auditing Party”) shall have the right during the […***…] ([***]) days prior notice from one party (referred described in Section 6.4.1 to as the “Requesting Party” in this Section 6.6.2), the other Party will permit, and will cause appoint at its Affiliates and Sublicensees to permit, expense an independent certified public accounting firm accountant of nationally recognized standing selected by (the Requesting Party and “Accounting Firm”) reasonably acceptable to the other Party (the “Audited Party, ”) to examine, at the Requesting Party’s sole expense, inspect or audit the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Audited Party and its Related Parties to verify that the amount of such payments made by any were correctly determined. The Audited Party in accordance with Article 6. An and its Related Parties shall each make its records available for inspection or audit by the Requesting Accounting Firm during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Auditing Party, solely to verify the payments hereunder were correctly determined. Such inspection or audit right shall not be exercised by the Auditing Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year may cover a period ending not more than thirty-six (36) months prior to the date of such request. All records made available for inspection or audit pursuant to this Section 6.4.2 shall be deemed to be Confidential Information of the Audited Party. The results of each inspection or audit, if any, shall be binding on both Parties. If the amount of any payment hereunder was underreported, the Audited Party shall promptly (but in any event no later than […***…] (after its receipt of the Accounting Firm’s report so concluding) make payment to the Auditing Party of the underreported amount. The Auditing Party shall bear the full cost of an audit that it conducts pursuant to this Section 6.4.2 unless such audit discloses an under reporting by the Audited Party of more than […***…] percent ([…***…]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies%) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion aggregate amount of the payments hereunder reportable in any Calendar Year, in which case the Audited Party shall reimburse the Auditing Party for all costs incurred in connection with such inspection or audit, . (b) The Accounting Firm will disclose to the accounting firm will provide both Parties a written report disclosing any discrepancies with Auditing Party only whether the payments subject to such audit are correct or incorrect and the specific details concerning any such discrepancies. Such accounting firm shall not disclose the No other Party’s Confidential Information information will be provided to the Requesting Party, except to Auditing Party without the extent such prior consent of the Audited Party unless disclosure is necessary required by Applicable Laws or judicial order. The Audited Party is entitled to verify require the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by Accounting Firm to execute a reasonable confidentiality agreement prior to commencing any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments The Accounting Firm shall provide a copy of its report and findings to the Requesting Audited Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8.

Audit Rights. Upon [***] ([***]) days prior notice from one party (referred Each of Kos and TPNA shall keep complete and accurate records of its respective Product Details and incentive compensation payments for the Products to as sales representatives. Kos shall keep complete and accurate records of the “Requesting Net Sales of the Products, Cost of Manufacture of samples of Products and any other reimbursable expenses. Each Party shall have the right, at such Party” in this Section 6.6.2)'s expense, the other Party will permit, and will cause its Affiliates and Sublicensees to permit, through an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and accountant or like person reasonably acceptable to the other Party, upon execution of a confidentiality agreement, to examineexamine such records during regular business hours upon reasonable written notice during the Term of this Agreement and, at only in the Requesting Party’s sole expensecase where a Tail Payment is not made because the Net Sales threshold provided in Section 4.2(d) was not met, the relevant books Tail Period and for one (1) year after termination of this Agreement or, if applicable, the Tail Period; provided, however, that (i) such examination shall not take place more often than once per Year and shall not cover such records for more than that portion of the year in which the audit takes place and the two preceding years (other Partythan the period prior to January 1, its Affiliates 2003), and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]ii) years before the date of the request. The accounting firm will be provided access such accountant shall report to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, Party only as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished or payments provided or made by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement. Any adjustments required as a result of overpayments or underpayments identified through a Party's exercise of audit rights shall be made by subtracting or adding, as appropriate, amounts from or to the next Royalty Payment or Tail Payment in accordance with Section 4.3 or, if no further Royalty Payments or Tail Payments are due, by payment to the Party owed such adjustment within thirty (30) days after identification of such adjustment. The Party requesting the audit shall bear the full cost of the audit unless such audit correctly discloses that the discrepancy for the Year differs by more than ***** from the amount the accountant determines is correct, in such case the owing Party shall pay the reasonable fees and expenses charged by the accountant. In addition, the Requesting owing Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to pay interest from the contrary, all reports original date due and financial information until payment on the amount of the underpayment or overpayment at a rate equal to ***** and calculated from the date due until the payment date. In the event that a Party disputes an invoice or other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party payment obligation under this Section 6.6.2 will be deemed to be Agreement, such Party shall timely pay the amount of the invoice or other Party’s Confidential Information payment obligation that is not in dispute, and subject to the provisions of Parties shall resolve such dispute in accordance with Article 817.

Audit Rights. Upon (a) During the term of this Agreement, for the longer of [***], each Party will maintain complete and accurate (in all material respects) books and records, in accordance with generally accepted accounting practices, regarding its sales and services activities with respect to the subject matter of this Agreement. (b) During the term of this Agreement, [***], each Party will have the right to engage, at its own expense, an independent auditor reasonably acceptable to the other Party to review the other Party’s books and records solely for the purpose of confirming the other Party’s compliance with its pricing and payment obligations hereunder. Prior to performing any audit, the independent auditor must sign a confidentiality agreement in a form reasonably acceptable to the audited Party. Any such audit will be limited in scope to the [***] ([***]) days prior notice from one party (referred to as period immediately preceding the “Requesting Party” in this Section 6.6.2), the other commencement date of such audit. The auditing Party will permit, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by furnish the Requesting audited Party and reasonably acceptable to the other Party, to examine, with written notice at the Requesting Party’s sole expense, the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than least [***] ([***]) years before prior to the date of the requestthat it desires to commence such audit. The accounting firm Parties will mutually agree, reasonably and in good faith, on the timeframe for such audit to be provided access to conducted. Any such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination audit will be conducted during the audited Party’s regular business hours and in a manner that minimizes interference with the audited Party’s normal business hoursactivities. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure All information that is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs disclosed in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 audit will be deemed to be the other Party’s Confidential Information of the audited Party, and subject to this Agreement. Any audit will be conducted in a manner that does not breach or violate any applicable Laws regarding patient confidentiality. The rights set forth in this Section 17.4(b) may not be exercised by an auditing Party more frequently than one (1) time in any twelve (12)-month period. (c) If any audit reveals an underpayment or over-charge by a Party, then such Party will promptly remit the provisions full amount of Article 8such underpayment or over-charge to the other Party. (d) Each Party will bear all costs and expenses it incurs in connection with preparing for, conducting, or complying with any such audit including, in the case of the auditing Party, the costs and expenses of conducting the audit. (e) Additionally, Allscripts shall have the right to examine the development and any work-in-progress at any time upon reasonable notice to the Company. Furthermore, [***], the Company shall provide sufficient access to its books and records as requested by Allscripts for the purpose of verifying the Company’s compliance with its obligations relating to matters other than payment and pricing. In addition, [***], Allscripts shall provide sufficient access to its books and records as requested by the Company for the purpose of verifying Allscripts compliance with its fee reporting and payment obligations hereunder. (f) Annually, the Company shall have performed, [***], a PCI assessment and a third party privacy and security assessment covering [***] Company will make available to Allscripts via WebEx or similar web-conferencing technology a copy of the reports from the PCI assessment and the privacy and security assessment for Allscripts review [***] of [***]. Additionally [***], upon Allscripts’ reasonable request, Company shall cause the firms performing the Security Assessments to make available the personnel responsible for such audits to discuss any adverse findings with Allscripts. Company shall perform third party external vulnerability scans [***]. All Critical or High vulnerabilities identified during the scans shall be remediated and validated as closed by the third party scanning vendor. Company shall also perform third party penetration tests following a major security architectural change. Company shall provide to Allscripts an executive summary of each vulnerability scan and penetration test [***] of completion of each such scan or test. Vulnerability scans and penetration testing requirements shall commence [***]. The PCI audit, third party Privacy and Security assessment, vulnerability scan, and penetration test shall collectively be referred to as the “Security Assessments.” (g) Annually, Allscripts shall have performed, at its costs and expense, a third party privacy and security assessment [***]. Upon request, Allscripts will coordinate with Company to make available to Company via WebEx or similar web-conferencing technology a copy of the report from the privacy and security assessment for Company review, provided that such web-conference will not be earlier than [***]. Failure to comply with this Section shall be deemed a material breach of this Agreement.

Audit Rights. Upon [***] Each Party shall keep and maintain current, complete and accurate books and records, as are necessary and material to determine each Party’s compliance with its payment, compliance and other obligations under this AddendumAgreement, including without limitation the Fees due under an Order Document. A Party ([***]the “Auditing Party”) or its authorized representatives shall have the right, quarterly during the Term and within ninety (90) days after the expiration or termination of this Agreement or a given Service Order, upon not less than ten (10) days prior written notice from one party (referred to as the “Requesting Party” in this Section 6.6.2), the other Party will permit, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by (the Requesting Party and reasonably acceptable to the other “Audited Party”), to examine, at audit the Requesting Audited Party’s sole expense, the relevant books and records during normal business hours solely to verify the Audited Party’s compliance with its invoice, reporting or payment (as applicable), compliance and other obligations under the terms of this Agreement and an Order Document executed hereunder; provided, that Customer acknowledges that any inquiry by Customer (as the other Auditing Party) into CSG’s (as the Audited Party) compliance with the security requirements of this Agreement, its Affiliates including the Security Measures, shall be subject to Sections 7 and Sublicensees for the sole purpose 9 of verifying the amounts reported by the other Party Attachment 2.8(cb), and payments made by that CSG shall have no obligation to provide Customer with direct access to any Party in accordance with Article 6. An audit by the Requesting Party records related to Security Measures under this Section 6.6.2 will occur not more than once in 7.5.7.4. Any confidential or proprietary information learned by the Auditing Party or its authorized representatives during any Calendar Year and will audit shall be limited subject to the pertinent books terms, conditions and records for any Calendar Year ending not more than [***] ([***]) years before the date limitations of the requestArticle 12. The accounting firm will cost of such audit shall be provided access borne by the Auditing Party unless the audit reveals an underpayment of Fees due or an understatement or overstatement relative to such books and records at the facility(ieselements that give rise to Fees by five percent (5%) of the or more, or other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable material non-disclosure agreement before providing compliance by the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies Audited Party with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy terms of the reports furnished by the other Party in accordance with Section 6.6.1 this Agreement or the amount of payments by any Party under this Agreementan Order Document, in which case the Requesting reasonable cost of the audit, shall be borne by the Audited Party’s obligations with respect . If an audit reveals that Customer has understated owing to CSG, CSG shall invoice Customer for all additional Fees applicable to such Confidential Information understatement and any interest thereon. Interest at the rate set forth in Section 7.2 shall be subject begin to Article 8. If such accounting firm concludes that additional payments were due to accrue from the Requesting Party, then the other Party will pay to the Requesting Party first date such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly Fees would have been payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the auditdate payment is received by CSG. If such accounting firm concludes that the other Party overpaid any payments Any amounts due from Customer to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party CSG as a result of an audit shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8.a Payable. TERM AND TERMINATION

Audit Rights. Upon Subject to the other terms of this Section 8.5.2, during the Term, at the request of a Party (the “Auditing Party”), which shall not be made more frequently than […***…] (per Calendar Year, upon at least […***]) days …] prior written notice from one party (referred to as the “Requesting Auditing Party” in this Section 6.6.2), and at the expense of the Auditing Party, the other Party will permit(the “Audited Party”) shall permit an independent, and will cause its Affiliates and Sublicensees to permit, an independent internationally nationally-recognized certified public accounting firm of nationally recognized standing selected by the Requesting Auditing Party and reasonably acceptable to the other PartyAudited Party (the “Auditor”) to inspect, to examine, at the Requesting Party’s sole expenseduring regular business hours, the relevant books and records required to be maintained by the Audited Party under Section 8.5.1; provided, that such audit right shall not apply to records beyond […***…] from the end of the other PartyCalendar Year to which they pertain and no such audit shall cover periods or records previously audited. Prior to its inspection, the Auditor shall enter into a confidentiality agreement with both Parties having obligations of confidentiality and non-use no less restrictive than those set forth in Article 12 and limiting the disclosure and use of such information by such accountant to authorized representatives of the Parties and the purposes germane to Section 8.5.1. The Auditor shall provide its Affiliates audit report and Sublicensees basis for any determination to the sole purpose Audited Party at the time such report is provided to the Auditing Party before it is considered final. The Audited Party shall have the right to request a further determination by such Auditor as to matters which the Audited Party reasonably disputes within […***…] following receipt of verifying such report. The Audited Party will provide the amounts reported by the other Auditing Party and payments made by the Auditor with a reasonably detailed statement of the grounds upon which it disputes any Party findings in accordance with Article 6. An the audit by report and the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will Auditor shall undertake to complete such further determination within […***…] after the dispute notice is provided, which determination shall be limited to the pertinent books disputed matters. Subject to the foregoing, the results of any audit report will be binding on both Parties absent manifest error. Any matter that remains unresolved shall be resolved in accordance with the dispute resolution procedures contained in Section 16.7.2. The accountant shall report to the Auditing Party only whether the particular amount being audited was accurate, and if not, the amount of any discrepancy. The Auditing Party shall treat the results of any such accountant’s review of the Audited Party’s records for any Calendar Year ending not more than as Confidential Information of the Audited Party subject to the terms of Article 12. In the event such audit leads to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party shall, within […***…] (after receipt of such report from the Auditor, pay any undisputed amount of the discrepancy. The Auditing Party shall pay the full cost of the audit unless the underpayment of amounts due to, or overpayment of amounts payable by, the Auditing Party is greater than […***]) years before the date …] of the request. The accounting firm will be provided access to such books and records at amount due for the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreemententire period being examined, in which case the Requesting Party’s obligations with respect to Audited Party shall pay the reasonable cost charged by the Auditor for such Confidential Information review. Any undisputed overpayments by the Audited Party revealed by an examination shall be subject to Article 8. If such accounting firm concludes that additional payments were due to paid by the Requesting Party, then the other Auditing Party will pay to the Requesting Party such additional payments within […***…] ([***]) days of the date the other Party receives such accountantAuditing Party’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) receipt of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8applicable report.

Audit Rights. Upon [***] Each Party shall keep and maintain current, complete and accurate books and records, as are necessary and material to determine each Party’s compliance with its payment, compliance and other obligations under this Agreement, including without limitation the Fees due under an Order Document. A Party ([***]the “Auditing Party”) or its authorized representatives shall have the right, quarterly during the Term and within ninety (90) days after the expiration or termination of this Agreement or a given Service Order, upon not less than ten (10) days prior written notice from one party (referred to as the “Requesting Party” in this Section 6.6.2), the other Party will permit, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to the other Party, to examine, at audit the Requesting Audited Party’s sole expense, the relevant books and records during normal business hours solely to verify the Audited Party’s compliance with its invoice, reporting or payment (as applicable) obligations under the terms of this Agreement and an Order Document executed hereunder; provided, that Customer acknowledges that any inquiry by Customer into CSG’s compliance with the other Partysecurity requirements of this Agreement, its Affiliates including the Security Measures, shall be subject to Sections 7 and Sublicensees for the sole purpose 9 of verifying the amounts reported by the other Party Attachment 2.8(b), and payments made by that CSG shall have no obligation to provide Customer with direct access to any Party in accordance with Article 6. An audit by the Requesting Party records related to Security Measures under this Section 6.6.2 will occur not more than once in 7.4. Any confidential or proprietary information learned by the Auditing Party or its authorized representatives during any Calendar Year and will audit shall be limited subject to the pertinent books terms, conditions and records for any Calendar Year ending not more than [***] ([***]) years before the date limitations of the requestArticle 12. The accounting firm will cost of such audit shall be provided access borne by the Auditing Party unless the audit reveals an underpayment of Fees due or an understatement or overstatement relative to such books and records at the facility(ieselements that give rise to Fees by five percent (5%) of the or more, or other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable material non-disclosure agreement before providing compliance by the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies Audited Party with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy terms of the reports furnished by the other Party in accordance with Section 6.6.1 this Agreement or the amount of payments by any Party under this Agreementan Order Document, in which case the Requesting reasonable cost of the audit, shall be borne by the Audited Party’s obligations with respect . If an audit reveals that Customer has understated owing to CSG, CSG shall invoice Customer for all additional Fees applicable to such Confidential Information understatement and any interest thereon. Interest at the rate set forth in Section 7.2 shall be subject begin to Article 8. If such accounting firm concludes that additional payments were due to accrue from the Requesting Party, then the other Party will pay to the Requesting Party first date such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly Fees would have been payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the auditdate payment is received by CSG. If such accounting firm concludes that the other Party overpaid any payments Any amounts due from Customer to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party CSG as a result of an audit shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information a Payable. TERM and subject to the provisions of Article 8.TERMINATION

Audit Rights. Upon (a) Each Party (the “Auditing Party”) shall have the right during the [...***...] ([***]) days prior notice from one party (referred described in Section 6.4.1 to as the “Requesting Party” in this Section 6.6.2), the other Party will permit, and will cause appoint at its Affiliates and Sublicensees to permit, expense an independent certified public accounting firm accountant of nationally recognized standing selected by (the Requesting Party and “Accounting Firm”) reasonably acceptable to the other Party (the “Audited Party, ”) to examine, at the Requesting Party’s sole expense, inspect or audit the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Audited Party and its Related Parties to verify that the amount of such payments made by any were correctly determined. The Audited Party in accordance with Article 6. An and its Related Parties shall each make its records available for inspection or audit by the Requesting Accounting Firm during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Auditing Party, solely to verify the payments hereunder were correctly determined. Such inspection or audit right shall not be exercised by the Auditing Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year may cover a period ending not more than [...***...] prior to the date of such request. All records made available for inspection or audit pursuant to this Section 6.4.2 shall be deemed to be Confidential Information of the Audited Party. The results of each inspection or audit, if any, shall be binding on both Parties. If the amount of any payment hereunder was underreported, the Audited Party shall promptly (but in any event no later than [...***]) years before the date ...] after its receipt of the requestAccounting Firm’s report so concluding) make payment to the Auditing Party of the underreported amount. The accounting firm will be provided access Auditing Party shall bear the full cost of an audit that it conducts pursuant to this Section 6.4.2 unless such books and records at audit discloses an under reporting by the facility(iesAudited Party of more than [...***...] percent ([...***...]%) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion aggregate amount of the payments hereunder reportable in any Calendar Year, in which case the Audited Party shall reimburse the Auditing Party for all costs incurred in connection with such inspection or audit, . 74 (b) The Accounting Firm will disclose to the accounting firm will provide both Parties a written report disclosing any discrepancies with Auditing Party only whether the payments subject to such audit are correct or incorrect and the specific details concerning any such discrepancies. Such accounting firm shall not disclose the No other Party’s Confidential Information information will be provided to the Requesting Party, except to Auditing Party without the extent such prior consent of the Audited Party unless disclosure is necessary required by Applicable Laws or judicial order. The Audited Party is entitled to verify require the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by Accounting Firm to execute a reasonable confidentiality agreement prior to commencing any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments The Accounting Firm shall provide a copy of its report and findings to the Requesting Audited Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8.

Audit Rights. Upon During the Term, upon at least [***] ([***]) days prior notice from one party (referred written notice, each Party agrees to as the “Requesting Party” in this Section 6.6.2)permit such records to be open during regular business hours for examination by an independent, the other Party will permit, and will cause its Affiliates and Sublicensees to permit, an independent nationally-recognized certified public accounting firm of nationally recognized standing accountant selected by the Requesting auditing Party at the auditing Party’s expense and reasonably acceptable to the other Party, to examine, at audited Party (the Requesting Party’s sole expense, the relevant books and records of the other Party, its Affiliates and Sublicensees “Auditor”) for the sole purpose of verifying the amounts reported accuracy of the financial reports furnished by the other audited Party and pursuant to this Agreement or of any payments made by any Party in accordance with Article 6. An audit made, or required to be made, by the Requesting audited Party under pursuant to this Section 6.6.2 9.7 (Financial Records and Audits); provided that (a) the Auditor is subject to written obligations of confidentiality and non-use applicable to each Party’s Confidential Information that are at least as stringent as those set forth in Article 12 (Confidentiality) and that limit the disclosure and use of such information by such Auditor to authorized representatives of the Parties and the purposes germane to this Section 9.7 (Financial Records and Audits), except that the term of such obligations will occur be customary for such recipient of Confidential Information, (b) such audit right will not apply to records beyond [***] from the end of the Calendar Year to which they pertain, and (c) such audit will not be (i) performed more frequently than once in any Calendar Year and will be limited to the pertinent books and records per [***] period, or (ii) repeated for any Calendar Year ending or with respect to the same set of records (in each case, unless a material discrepancy with respect to such records is discovered during a prior audit). The Auditor will report to the auditing Party 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 the auditing Party. The auditing Party will treat the results of the Auditor’s review of the audited Party’s records as Confidential Information of the audited Party subject to the terms of Article 12 (Confidentiality). In the event such audit leads to the discovery of a discrepancy to the auditing Party’s detriment, the audited Party will pay any amounts shown to be owed to the auditing Party but unpaid within [***] after the Auditor’s report. If such examination of records reveals any overpayment by a Party, then the other Party will credit the amount overpaid against future amounts due to the other Party by the overpaying Party. The auditing Party will bear the full cost of such audit unless such audit reveals an underpayment by the audited Party of more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at amount actually due for the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreementtime period being audited, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other audited Party will pay to reimburse the Requesting auditing Party for the reasonable audit fees for such additional payments examination. Any undisputed overpayments by the audited Party revealed by an examination will be paid by the auditing Party within [***] ([***]) days of the date the other Party receives such accountantauditing Party’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) receipt of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8applicable report.

Audit Rights. Upon [***] For a period of three ([***]3) days prior notice from one party years after the calendar quarter for which a payment has been made hereunder by Qiagen to Epoch, Qiagen shall keep (referred to as the “Requesting Party” in this Section 6.6.2), the other Party will permit, and will shall cause its Affiliates to keep) full, complete and Sublicensees proper records and accounts of all sources and amounts of sales and associated adjustments in sufficient detail to permitenable the payment and adjustments under Section 4 for such calendar quarter to be determined and to ensure Qiagen's compliance with the terms of this Agreement. For a period of three (3) years after the calendar quarter for which Manufacturing Costs have been calculated by Epoch, Epoch shall keep (and shall cause its Affiliates to keep), records sufficient to detail Epoch's calculation of Manufacturing Costs. Each Party shall have the right to appoint an independent certified public accounting firm of nationally recognized standing selected approved by the Requesting Party and reasonably acceptable to the other Party, which approval shall not be unreasonably withheld, to examine, at audit the Requesting Party’s sole expense, the relevant books and records of the other Party, Party (and its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]Affiliates' records) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy amounts payable pursuant to this Agreement (or the calculation of Manufacturing Costs, as the reports furnished case may be) and to ensure each Party's compliance with the terms of this Agreement. The audited Party shall pay to the auditing Party an amount equal to any adjustment to which the auditing Party is entitled as disclosed by the audit, plus interest thereon at the rate of one and one-half percent (1.5%) per month, subject to any limitations on such interest rate imposed by law, and provided further, that neither Party shall be obligated to pay any interest upon amounts due to the other Party following such audit which resulted from errors or miscalculations in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting such other Party’s obligations with respect to such Confidential Information 's records. Such audit shall be subject to Article 8. If such accounting firm concludes at the auditing Party's expense; provided, however, that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than audit discloses that the auditing Party was underpaid by at least [***] percent ([***]%) of the amount that was properly payable to the Requesting Partyin any calendar quarter, then the other audited Party will shall reimburse the Requesting auditing Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If any such accounting firm concludes audit costs, provided however that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting neither Party shall promptly repay be obligated to pay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party audit costs if such underpayment resulted from errors or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be miscalculations in the other Party’s Confidential Information 's records. A Party may exercise its right of audit hereunder no more frequently than twice in any calendar year and subject during the regular business hours of the audited Party. The accounting firm shall disclose to the provisions auditing Party only information relating to the accuracy of Article 8the payments and to the audited Party's compliance with the terms of this Agreement. The Parties will endeavor to minimize disruption of the normal business activities of the Party being audited to the extent reasonably practicable. * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH COMMISSION.

Audit Rights. Upon Subject to the other terms of this Section 8.5.2, on and after the Execution Date and during the Term, at the request of a Party (the “Auditing Party”), which shall not be made more frequently than one (1) time per Calendar Year, upon at least […***…] ([***]) days prior written notice from one party (referred to as the “Requesting Auditing Party” in this Section 6.6.2), and at the expense of the Auditing Party, the other Party will permit(the “Audited Party”) shall permit an independent, and will cause its Affiliates and Sublicensees to permit, an independent internationally nationally-recognized certified public accounting firm of nationally recognized standing selected by the Requesting Auditing Party and reasonably acceptable to the other PartyAudited Party (the “Auditor”) to inspect, to examine, at the Requesting Party’s sole expenseduring regular business hours, the relevant books and records required to be maintained by the Audited Party under Section 8.5.1; provided, that such audit right shall not apply to records beyond […***…] from the end of the other PartyCalendar Year to which they pertain and no such audit shall cover periods or records previously audited. Prior to its inspection, the Auditor shall enter into a confidentiality agreement with both Parties having obligations of confidentiality and non-use no less restrictive than those set forth in Article 12 and limiting the disclosure and use of such information by such accountant to authorized representatives of the Parties and the purposes germane to Section 8.5.1. The Auditor shall provide its Affiliates audit report and Sublicensees basis for any determination to the sole purpose Audited Party at the time such report is provided to the Auditing Party before it is considered final. The Audited Party shall have the right to request a further determination by such Auditor as to matters which the Audited Party reasonably disputes within […***…] following receipt of verifying such report. The Audited Party will provide the amounts reported by the other Auditing Party and payments made by the Auditor with a reasonably detailed statement of the grounds upon which it disputes any Party findings in accordance with Article 6. An the audit by report and the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will Auditor shall undertake to complete such further determination within […***…] after the dispute notice is provided, which determination shall be limited to the pertinent books disputed matters. Subject to the foregoing, the results of any audit report will be binding on both Parties absent manifest error. Any matter that remains unresolved shall be resolved in accordance with the dispute resolution procedures contained in Section 16.7.2. The accountant shall report to the Auditing Party only whether the particular amount being audited was accurate, and if not, the amount of any discrepancy. The Auditing Party shall treat the results of any such accountant’s review of the Audited Party’s records for any Calendar Year ending not more than as Confidential Information of the Audited Party subject to the terms of Article 12. In the event such audit leads to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party shall, within […***…] (after receipt of such report from the Auditor, pay any undisputed amount of the discrepancy. The Auditing Party shall pay the full cost of the audit unless the underpayment of amounts due to, or overpayment of amounts payable by, the Auditing Party is greater than […***]) years before the date …] of the request. The accounting firm will be provided access to such books and records at amount due for the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreemententire period being examined, in which case the Requesting Party’s obligations with respect to Audited Party shall pay the reasonable cost charged by the Auditor for such Confidential Information review. Any undisputed overpayments by the Audited Party revealed by an examination shall be subject to Article 8. If such accounting firm concludes that additional payments were due to paid by the Requesting Party, then the other Auditing Party will pay to the Requesting Party such additional payments within […***…] ([***]) days of the date the other Party receives such accountantAuditing Party’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) receipt of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8applicable report.

Audit Rights. Upon [***] ([***]a) days prior notice from one party Each of the Parties shall, at its expense (referred except as provided below), have the right to as audit the “Requesting Party” books and records maintained by the other Party under Section 9.7 in this Section 6.6.2order to determine, with respect to any calendar year during the Term for which the books have closed (that is, any year for which annual financial statements have issued), the other accuracy of any report or payment made or required to be made under this Agreement; provided, however, that a Party will permit, and will cause its Affiliates and Sublicensees shall only be entitled to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to the other Party, to examine, at the Requesting Party’s sole expense, the relevant audit books and records of the other PartyParty from the ***** prior to the calendar year in which the audit request is made. (b) If a Party desires to audit such books and records, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by it shall engage an internationally-recognized independent accounting firm reasonably acceptable to the other Party to examine such books and payments made by any Party in accordance with Article 6. An records during normal business hours; provided, however, that such right to audit by the Requesting Party under this Section 6.6.2 will shall be exercised only on ***** advance written notice and shall not occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] twelve ([***]12) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepanciesmonth period. Such accounting firm shall may not disclose the be paid on a contingency or other Party’s Confidential Information basis related to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy outcome of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreementaudit. Furthermore, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due shall, prior to the Requesting Partyaudit, then enter into a confidentiality agreement with the other audited Party will pay to the Requesting Party prohibiting such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs accounting firm from disclosing or using information obtained in connection with the audit; provided, however, that the accounting firm shall be permitted to provide to the auditing Party information which should properly have been contained in any report required hereunder or otherwise disclosable to such Party. (c) The audit report and basis for any determination shall be made available for review and comment by the audited Party, and the audited Party shall have the right, at its expense, to request a further determination by the other Party’s auditor as to matters which the audited Party disputes (to be completed no more than ***** after the first determination is provided to the audited Party and to be limited to the disputed matters). If the Parties disagree as to such further determination, the Parties shall mutually select an internationally-recognized independent accounting firm that shall make a final determination as to the remaining matters in dispute that shall be binding upon the Parties. Such independent accounting firm shall enter into a confidentiality agreement with the audited Party prohibiting such accounting firm concludes from disclosing or using information obtained in connection with the audit; provided, however, that the other Party overpaid any payments accounting firm shall be permitted to provide to the Requesting auditing Party information which should properly have been contained in any report required hereunder or otherwise disclosable to such Party. (d) If the audit shows any under-reporting or underpayment, or overcharging by any Party, then such overpayments will that under-reporting, underpayment or overcharging shall be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made reported to the other Party under this Agreement, and the Requesting Party underpaying or overcharging Party(s) shall promptly repay remit such overpayment. Notwithstanding underpayment or reimburse such overcompensation (together with interest as provided below with respect to any provision of this Agreement underpayment or overcharge) to the contraryunderpaid or overcharged Party(s) within ***** of receiving the audit report. The expense of such audit shall be borne by the auditing Party; provided, all reports and financial information however, that if an error of ***** in favor of the other audited Party or its Affiliates’ or Sublicensees which are provided to or subject to review is discovered, then such expenses shall be paid by the Requesting Party under this Section 6.6.2 will be deemed to be the other audited Party’s Confidential Information and subject to the provisions of Article 8.

Audit Rights. Upon Subject to the other terms of this Section 9.9.2 (Audit Rights), during the Term, at the request of a Party (the “Auditing Party”), which will not be made more frequently than [***] (per Calendar Year, upon at least [***]) ] days prior written notice from one party (referred to as the “Requesting Auditing Party” in this Section 6.6.2), and at the expense of the Auditing Party, the other Party (the “Audited Party”) will permitpermit an independent, and will cause its Affiliates and Sublicensees to permit, an independent nationally-recognized certified public accounting firm of nationally recognized standing accountant selected by the Requesting Auditing Party and reasonably acceptable to the other PartyAudited Party (the “Auditor”) to inspect, to examine, at the Requesting Party’s sole expenseduring regular business hours, the relevant books and records required to be maintained by the Audited Party under Section 9.9.1 (Records); provided that such audit right will not apply to records beyond three years from the end of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year to which they pertain and that records for a particular period may only be audited once. Prior to its inspection, the Auditor will be limited enter into a confidentiality agreement with both Parties having obligations of confidentiality and non-use no less restrictive than those set forth in Article 13 (Confidentiality) and limiting the disclosure and use of such information by such accountant to authorized representatives of the Parties and the purposes germane to Section 9.9.1 (Records). The Auditor will report to the pertinent books Auditing Party 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 the Auditing Party. The Auditing Party will treat the results of the Auditor’s review of the Audited Party’s records for as Confidential Information of the Audited Party subject to the terms of Article 13 (Confidentiality). In the event such audit leads to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party will, within [***] days after receipt of such report from the Auditor, pay any Calendar Year ending not more undisputed amount of the discrepancy. The Auditing Party will pay the full cost of the audit unless the underpayment of amounts due to the Auditing Party is greater than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at amount due for the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreemententire period being examined, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Audited Party will pay to the Requesting reasonable cost charged by the Auditor for such review. Any undisputed overpayments by the Audited Party such additional payments revealed by an examination will be paid by the Auditing Party within [***] ([***]) days of the date Auditing Party’s receipt of the other Party receives such accountant’s written applicable report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8.​ ​ ​

Audit Rights. Upon [***] ([***]a) days prior notice from one party (referred to as Each of the “Requesting Party” in this Section 6.6.2), the other Party will permitParties, and will cause its Affiliates and Sublicensees their duly authorized representatives, shall have the right to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to the other Party, to examine, at the Requesting Party’s sole expense, the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations conduct reasonable audits with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are all information required to be made provided to it by the other Party under this Agreement. A Party may not initiate more than two (2) audits per calendar year, and audits may not be conducted in immediately successive calendar quarters. The Party conducting the audit (the “Auditing Party”) may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 15. The Auditing Party shall have the right to make copies of any relevant records at its expense, subject to any restrictions imposed by Applicable Laws and to any confidentiality provisions set forth in the confidentiality agreement to be entered into pursuant to Section 6.18 of the Investment Agreement. The Party being audited shall provide the Auditing Party’s Representatives with reasonable access during normal business hours to its operations, computer systems, and paper and electronic files, and provide workspace to its Representatives. After any audit is completed, the Requesting Party being audited shall promptly repay have the right to review a draft of the audit findings and to comment on those findings in writing within thirty (30) Business Days after receiving such overpayment. Notwithstanding draft. (b) The Auditing Party’s audit rights under this Section 15 shall include the right to audit, or participate in an audit facilitated by the Party being audited, of any provision subsidiaries and affiliates of this Agreement the Party being audited and to the contrary, all reports and financial information of require the other Party to request any benefit providers and third parties with whom the Party being audited has a relationship, or its Affiliates’ agents of such Party, to agree to such an audit to the extent any such Persons are affected by or Sublicensees which are provided to or subject to review by addressed in this Agreement (collectively, the Requesting “Non-Parties”). The Party under this Section 6.6.2 will be deemed to be being audited shall, upon written request from the other Auditing Party, provide an individual (at the Auditing Party’s Confidential Information and subject expense) to supervise any audit of a Non-Party. The Auditing Party shall be responsible for supplying, at the provisions Auditing Party’s expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of Article 8the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

Audit Rights. Upon [6.9.1. Each of (i) Spyglass's calculation of the *** of each Picture and the *** amount payable by ▇▇▇▇▇ with respect thereon, (ii) Spyglass's calculation of ▇▇▇▇▇'▇ share of *** required hereunder, and (iii) ▇▇▇▇▇'▇ calculation of ***] , shall be subject to audit in accordance with the provisions of this paragraph 6.9. In that regard, the party desiring an audit ([***]the "Requesting Party"). The Responding Party will respond to the Requesting Party's request and provide the requested information within thirty (30) days prior notice from one party (referred after the date of the Responding Party's receipt of the request. If the Responding Party does not timely respond to as the “Requesting Party” in this Section 6.6.2)'s request, the other information provided by the Responding Party is inadequate or the Requesting Party desires to independently confirm the accuracy of the information provided, the Responding Party will permitpermit the Requesting Party, and will cause its Affiliates and Sublicensees to permit, or an independent certified public accounting firm of nationally recognized standing selected accountant, designated by the Requesting Party ----------------------- *** Terms represented by this symbol are considered confidential. These confidential terms have been omitted pursuant to a Confidential Treatment Request filed with the Securities and reasonably acceptable to Exchange Commission ("SEC") and have been filed separately with the other SEC. (but which, unless otherwise approved by the Responding Party, shall be one of the so-called "big six" national accounting firms), to examinemake an examination, at the Requesting Party’s sole 's expense, of the relevant Responding Party's books and records, which examination may take place upon thirty (30) days' advance written notice to the Responding Party, at the Responding Party's offices during reasonable business hours. With respect to any audit conducted hereunder, if, after the final conclusion of any legal proceedings relating to amounts claimed to be owed by the Requesting Party, a court or arbitrator determines, or if the Responding party acknowledges, that the Responding Party has underpaid the Requesting Party with respect to any payment due hereunder, the Responding Party shall promptly pay to the Requesting Party with respect to any payment due hereunder, the Responding Party shall promptly pay to the Requesting Party the ***, ***. In the event that ▇▇▇▇▇ is the Requesting Party, in addition to having the right to audit Spyglass's books and records hereunder, ▇▇▇▇▇ shall also have the right to audit the books and records of the other Party, its Affiliates and Sublicensees Picture's production entity for the sole purpose purposes of verifying the amounts reported by calculation of the other Party *** and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited *** amount applicable thereto, to the pertinent books and extent that such production entity is an Affiliated Company of Spyglass. If such production entity is not an Affiliated Company of Spyglass, then, in addition to the audit rights accorded to ▇▇▇▇▇ hereunder, the following shall apply: With respect to Acquired Pictures, if the application production company's records for any Calendar Year ending are not more than [available to Spyglass, then, at ▇▇▇▇▇'▇ request, Spyglass will deliver to ▇▇▇▇▇ a *** certified by such production company setting forth the amount of Spyglass's *** (as defined in ***] ([***]) years before the date of the requestfor such Picture. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations If Spyglass has an audit right with respect to such Confidential Information shall be subject production company, ▇▇▇▇▇ may cause Spyglass to Article 8. If exercise any audit rights it may have with respect to such accounting firm concludes that additional payments were due production entity (but at ▇▇▇▇▇'▇ cost) and to provide ▇▇▇▇▇ with a copy of the results of such audit as it relates to the Requesting Party, then calculation of the other Party will pay to the Requesting Party such additional payments within [***] ([. 6.9.2. Each statement rendered by either party hereunder shall be binding upon the recipient as to the transactions reflected therein for the first time upon the expiration of *** from and after the date such statement is rendered, provided that this limitation shall not apply to any portion of any statement to which the recipient files written objections at any time during such ***]) days period. If the recipient notifies the party providing such statement in writing of any objections the recipient has to any accounting statement, such objections shall be deemed waived unless the recipient commences appropriate legal proceedings within *** after the date propounding party receives notice of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8recipient's objections.

Audit Rights. Upon [***] ([***]) days prior notice from one party (referred to as During the “Requesting Party” in term of this Section 6.6.2), the other Party will permitAgreement, and will cause its Affiliates and Sublicensees to permitfor twenty-four (24) months following the effective date of termination, an independent certified public accounting firm of nationally recognized standing selected by the Requesting each Party and reasonably acceptable to may audit the other Party, to examine, at the Requesting Party’s sole expense, the relevant books and records of for the other Party, its Affiliates and Sublicensees most recently past twenty-four (24) months for the sole purpose of verifying the amounts reported by the other Party and calculation of payments made by or received, including the calculation of pricing or Compensation due pursuant to this Agreement; provided that neither Party may conduct more than one such audit during any Party in accordance with Article 6. An consecutive six-month period; and further provided that the Parties’ audit by the Requesting Party rights under this Section 6.6.2 will occur shall not extend the period of any audit rights identified in a Task Order. Furthermore, following termination of this Agreement, neither Party may conduct more than once in any Calendar Year and will one such audit during the twenty-four (24) month period referred to above. Any such audit shall be limited conducted at the audited Party’s offices during its normal business hours, at the auditing Party’s own expense. Copies of audit reports shall be provided to the pertinent books non-auditing Party upon such Party’s payment of copying and records for delivery costs. If following such audit, the Parties agree that any Calendar Year ending not more billing or payment in the previous year was incorrect, or it is otherwise found that such is the case, the Party owed such amount shall submit an invoice to the owing Party and the owing Party shall make payment of any undisputed amount no later than [***] thirty ([***]30) years before the date days after receipt of the requestsuch invoice. The accounting firm will be provided access to Any such books and records payments shall include applicable interest at the facility(ies) Interest Rate, accrued as of each payment’s original due date. Each Party shall maintain the confidentiality of the other Party, its Affiliates or Sublicensees, as applicable, where such books ’s accounting records and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies supporting documents in compliance with the specific details concerning any such discrepancies. Such accounting firm Confidentiality Section herein and shall not disclose use them only for the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify purpose of confirming the accuracy of ▇▇▇▇▇▇▇▇ and payments under this Agreement. In the reports furnished event such information is required to be disclosed in a legal or regulatory proceeding, or otherwise required to be disclosed by law, the affected Party shall notify the other Party in accordance with Section 6.6.1 or at the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days time of the date request so that the other affected Party receives such accountant’s written report. Further, if may seek at its own expense to preserve the amount of such underpayments exceeds more than [***] percent ([***]%) confidentiality of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8information.

Audit Rights. Upon [***] ([***]) days prior notice from one 8.1 Each party (referred each such party, an “Obligated Party”) agrees to as the “Requesting Party” in this Section 6.6.2), permit the other Party will permitparty (each such party, and will cause its Affiliates and Sublicensees an “Auditing Party”) to permit, appoint an independent certified public accounting firm of nationally recognized standing selected accountant, acceptable and approved by the Requesting Party and reasonably acceptable to the other Obligated Party, to examineexamine during reasonable business hours, at the Requesting Party’s sole expenseupon ten (10) business days prior written notice and not more frequently than once each rolling twelve (12) calendar months, the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Obligated Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except only to the extent such disclosure is necessary to verify compliance with this Agreement. The Auditing Party shall make such examination at its sole cost and expense; provided however, that in the accuracy event such audit reveals a material breach of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party Obligated Party’s obligations under this Agreement, in which case such Obligated Party shall bear the Requesting Party’s obligations with respect reasonable costs and expenses of the audit. 8.2 Unless otherwise agreed to by the Parties, if as a result of the audit performed pursuant to Section 8.1, the independent certified accountant determines that Cardinal Health has under-reported any information necessary to calculate Revenue Share Amount for the Product and as a result Supplier has received less than it should have under the Agreement, Cardinal Health shall, no later than forty-five (45) business days after receiving notice of such Confidential Information underpayment, remit to Neoprobe the amount of the underpayment. If as a result of the audit performed pursuant to Section 8.1, the independent certified accountant determines that Cardinal Health has over-reported any information used to calculate the Revenue Share Amount for the Product and as a result Supplier has received more than it should have under the Agreement, Cardinal Health shall be subject entitled to Article 8. If such accounting firm concludes that additional payments were a credit against the Revenue Share Amount due to Supplier in the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if next applicable period in the amount of such underpayments exceeds more than [***] percent ([***]%) of excess. 8.3 The Auditing Party shall treat the amount information provided by the Obligated Party as confidential information except that was properly payable the Auditing Party may disclose such information to its auditors, accountants and attorneys to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the extent reasonably necessary to conduct such audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8.

Audit Rights. Upon [***] ([***]a) days prior notice from one party Either Party (referred to as the “Requesting Auditing Party” in this Section 6.6.2)”) may, upon written request to the other Party will permit(the “Audited Party”), and will cause its Affiliates and Sublicensees to permit, an internationally recognized independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and (which is reasonably acceptable to the other Audited Party) (the “Auditor”) to inspect the relevant records of the Audited Party or its Affiliates to verify the royalties or revenue interest payable by such Audited Party under this Agreement, to examineand the related reports, at statements and books of accounts, as applicable; provided that, the Requesting Party’s sole expense, Auditor may only inspect the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported Audited Party to verify sums payable under this Agreement by the other Audited Party and with respect to the [***] prior to the [***] in which such inspection request is made. Before beginning its audit, the Auditor will execute an undertaking acceptable to the Audited Party by which the Auditor shall agree to keep confidential all Confidential Information reviewed during such audit. The Auditor will disclose to the Auditing Party only its conclusions regarding any payments made owed under this Agreement. On written request by any Party ▇▇▇▇▇▇▇, following a written request to Autolus by [***] to audit Autolus in accordance with Article 6[***], BioNTech shall, [***], provide to Autolus [***], provided that the foregoing obligations shall expire [***]. (b) The Audited Party shall make its relevant 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 the Auditing Party. An audit by The records shall be reviewed solely to verify the Requesting Party accuracy of the Audited Party’s payments under this Section 6.6.2 will occur Agreement. The Auditing Party shall not exercise such inspection right more than once in any Calendar Year [***] and will be limited not more frequently than once with respect to records covering any specific period of time. The Auditing Party shall hold in strict confidence all Confidential Information received and all Confidential Information learned in the course of any audit or inspection, except to the pertinent books extent necessary to enforce its rights under this Agreement or to the extent required to comply with any law, regulation or judicial order. (c) If the final result of the inspection reveals an undisputed underpayment or overpayment by the Audited Party, then the underpaid or overpaid amount shall be settled [***]. (d) The Auditing Party shall pay for the fees and records expenses of the Auditor, except that (i) BioNTech shall pay for any Calendar Year ending not such fees with respect to audits initiated by Autolus if BioNTech is found to 37 have underpaid Autolus by more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to amount that should have been paid for the audited period and (ii) Autolus shall pay for such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations fees with respect to such Confidential Information shall be subject audits initiated by BioNTech if Autolus is found to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds have underpaid BioNTech by more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party should have been paid for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8audited period.

Audit Rights. Upon the written request of a Party (“Requesting Party”) with reasonable advance notice and not more than [**] in each [**] ([***]) days prior notice from one party (referred to as the “Requesting Party” in this Section 6.6.2except for cause), the other Party will permit, and will cause its Affiliates and Sublicensees to permit, (“Audited Party”) shall permit an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to the other Party, to examineApproved Auditor, at the Requesting Party’s sole own expense, to have access during normal business hours to such of the records as may be reasonably necessary to verify the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported required to be maintained by the other Audited Party and payments made pursuant to Section 10.8 (Records) or that the correct amounts were paid by any Party in accordance with Article 6. An audit by or to the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for Agreement as a result during any Calendar Year ending not more than [***] (prior to the date of such request; provided, that records for a particular period may only be audited [***]) years before the date of the request. The accounting firm will be provided access Approved Auditor shall disclose to such books the Requesting Party only whether the reports are correct or incorrect and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm No other information shall not disclose the other Party’s Confidential Information be provided to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance connection with Section 6.6.1 this audit right. This right to audit shall remain in effect during the Term and for a period of [**] after expiration or the amount termination of payments by any Party under this Agreement, in which case the Requesting Party’s obligations . If such Approved Auditor identifies a discrepancy with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable owed by the other Audited Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Audited Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by pay the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject amount of such discrepancy within [**] after the date Requesting Party delivers to the provisions Audited Party such Approved Auditor written report so concluding, or as otherwise agreed upon by the Parties in writing. The fees charged by such Approved Auditor shall be paid by Requesting Party unless the underpayment by the Audited Party exceeded [**] of Article 8the amount owed for such Calendar Year, in which case the Audited Party shall pay to Requesting Party the reasonable fees charged by such Approved Auditor.

Audit Rights. Upon [***] 28.2.1 As used herein A Audit@ shall mean a comprehensive review of services performed under this Agreement; A Examination@ shall mean an inquiry into a specific element of or process related to services performed under this Agreement. Subject to the restrictions set forth in Article XX, a Party ([***]A Auditing Party@ ) days prior notice from one party (referred to as the “Requesting Party” in this Section 6.6.2), the other Party will permit, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to may audit the other Party's (A Audited Party@ ) books, records, data and other documents, as provided herein, two (2) times each Contract Year for the purpose of evaluating the accuracy of Audited Party's billing and invoicing. The scope of the Audit shall be limited to examine, at the Requesting Party’s sole expense(i) the period subsequent to the last day of the period covered by the Audit which was last performed (or if no Audit has been performed, the relevant books Effective Date) and (ii) the twenty-four (24) month period immediately preceding the date the Audited Party received notice of such requested audit. Unless otherwise agreed upon by the Parties in writing, such audit shall begin no fewer than thirty (30) days after Audited Party receives a written notice requesting an audit and shall be conducted by one (1) or more auditor(s) mutually agreed upon by the Parties. The Parties shall select such auditor(s) by the thirtieth day following Audited Party's receipt of a written audit notice. The Auditing Party shall cause the auditor(s) to execute a nondisclosure agreement in a form agreed upon by the Parties. 28.2.2 Upon thirty (30) days written notice by Sprint to CBT, Sprint shall have the right through its authorized representative to conduct an Examination, during Normal Business Hours, of CBT records, accounts and processes which contain information related to the services provided and performance standards agreed to under this Agreement. Within the above-described 30-day period, the parties shall reasonably agree upon the scope of the Examination, the documents and processes to be reviewed, and the time, place and manner in which the Examination shall be performed. CBT agrees to provide support, including appropriate access to and use of CBT=s facilities (e.g., conference rooms, telephones, copying machines and washrooms). 28.2.3 Except as set forth in Section 28.2.1, each Party shall bear its own expenses in connection with the conduct of any Audit or Examination. The reasonable cost of special data extractions required by Sprint to conduct the Audit or Examination will be paid for by Sprint. For purposes of this Section 28.1, a A Special Data Extraction@ shall mean the creation of an output record or informational report (from existing data files) that is not created in the normal course of business. Each Audit shall be conducted on the premises of Audited Party during Normal Business Hours. Audited Party shall cooperate fully in any such audit, providing the independent auditor reasonable access to any and all appropriate Audited Party employees and books, records and other documents reasonably necessary to assess the accuracy of Audited Party's billing and invoicing. No Party shall have access to the raw data of the other Party, its Affiliates but shall rely upon summaries or redacted documents provided by the independent auditor. Each Party shall maintain reports, records and Sublicensees data relevant to the billing of any services that are the subject matter of this Agreement for a period of not less than twenty-four (24) months after creation thereof, unless a longer period is required by Applicable Law. 28.2.4 If any Audit or Examination confirms any undercharge or overcharge, then Audited Party shall (i) for any overpayment promptly correct any billing error, including refunding any overpayment by Auditing Party in the form of a credit on the invoice for the sole purpose of verifying first full billing cycle after the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify have agreed upon the accuracy of the reports audit results and (ii) for any undercharge caused by the actions of or failure to act by Audited Party, immediately compensate Auditing Party for such undercharge. In each case, the amount shall be with interest at the lesser of one and one-half percent (1 2 %) per month and the highest rate of interest that may be charged under Applicable Law, compounded daily, for the number of days from the date on which such undercharge or overcharge originated until the date on which such credit is issued or payment is received, as the case may be. Notwithstanding the foregoing, Sprint shall not be liable for any Underbilled Charges for which Customer Usage Data was not furnished by CBT to Sprint within ten (10) months of the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to date such Confidential Information usage was incurred. 28.2.5 Any Disputes concerning audit results shall be subject referred to Article 8the Parties' designated personnel responsible for informal resolution. If such accounting firm concludes that additional payments were due to these individuals cannot resolve the Requesting Party, then the other Party will pay to the Requesting Party such additional payments Dispute within [***] thirty ([***]30) days of the date the other referral, either Party receives such accountant’s written report. Furthermay request in writing that one additional audit shall be conducted by an independent auditor acceptable to both Parties, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable subject to the Requesting requirements set out in Section 28.2.1. Such additional audit shall be at the requesting Party's expense. If the second audit fails to resolve the Dispute, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs matter shall be resolved in connection accordance with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party procedures set forth in Section 28.3. 28.2.6 This Section 28.2 shall promptly repay such overpayment. Notwithstanding any provision survive expiration or termination of this Agreement to the contrary, all reports and financial information for a period of the other Party two (2) years after expiration or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under termination of this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8Agreement.

Audit Rights. Upon Subject to the other terms of this Section 11.6, during the Term, at the request of each Party (“Auditing Party”), which shall not be made more frequently than [***] ([***]) time per Calendar Year, upon at least [***] ([***]) days’ prior written notice from the Auditing Party, and at the expense of the Auditing Party, the other Party (“Audited Party”) shall permit an independent, nationally-recognized certified public accountant selected by the Audited Party and reasonably acceptable to the Audited Party (the “Auditor”) to inspect, during regular business hours, the relevant records required to be maintained by the Audited Party under this Agreement to verify the accuracy of the payments made by the Audited Party to the Auditing Party; provided, however, that such audit right shall not apply to [***] and that [***]. Prior to its inspection, the Auditor shall enter into a confidentiality agreement with both Parties having obligations of confidentiality and non-use no less restrictive than those set forth in Article 9 and limiting the disclosure and use of such information by such accountant to authorized representatives of the Parties. The Auditing Party shall treat the results of any the Auditor’s review of the Auditing Party’s records as Confidential Information of the Audited Party subject to the terms of Article 9. In the event such audit leads to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party shall, within [***] ([***]) days prior notice after receipt of such report from one party (referred to as the “Requesting Party” in this Section 6.6.2)Auditor, pay any undisputed amount of the other discrepancy. The Auditing Party will permit, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm shall pay the Auditor’s full cost of nationally recognized standing selected by the Requesting Party and reasonably acceptable audit unless the underpayment of amounts due to the other Party, to examine, at the Requesting Party’s sole expense, the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Auditing Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not is more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at amount due for the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreemententire period being examined, in which case the Requesting Party’s obligations with respect to Audited Party shall pay the reasonable cost charged by the Auditor for such Confidential Information review. Any undisputed overpayments by the Audited Party revealed by an examination shall be subject to Article 8. If such accounting firm concludes that additional creditable toward any payments were due to the Requesting PartyAudited Party in the following Calendar Quarters and if no such payments are due in the following Calendar Quarter, then the other Audited Party will shall pay to the Requesting Auditing Party such additional payments overpayments within [***] ([***]) days of the date receipt of the other Party receives such accountantAuditor’s written report. Further, if the amount of such underpayments exceeds more than Takeda shall [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs include substantially similar rights as set forth in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 811.6 in any sublicense agreement with its sublicensee.

Audit Rights. Upon 8.3.1. During the Term and for up to [***REDACTED: Term] following an obligation for a Party to make a payment under this Agreement, upon the written request of a Party ([***]) days prior notice from one party (referred to as the “Requesting Party” ”), and [REDACTED: Term] in this Section 6.6.2)each Calendar Year, the other Party will Parties shall permit, and will shall cause its their Affiliates and or Permitted Sublicensees to permit, an independent certified public accounting firm of nationally or internationally recognized standing selected by the Requesting Party Party, and reasonably acceptable to the other PartyParties, to examinehave access to and to review, at the Requesting Party’s sole expenseduring normal business hours upon reasonable prior written notice, the relevant applicable books and records of the other Party, its Affiliates and Sublicensees for or Permitted Sublicensees, to verify the sole purpose accuracy of verifying the amounts reported payments made, the sales made or any costs required to be shared or reimbursed by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting a Party under this Section 6.6.2 will occur not more than once Agreement. Such review may cover the books and records for sales made and costs incurred in any Calendar Year and will be limited [REDACTED: Term] prior to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the such request. The accounting firm will shall disclose to the Parties only whether the specified amounts required to be provided access to such books shared or reimbursed by a Party are correct or incorrect and records at the facility(ies) of specific details concerning any discrepancies. No other information concerning the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will Permitted Sublicensees shall be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information provided to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. 8.3.2. If such accounting firm concludes that additional reimbursement amounts or other payments were due owed during any Calendar Year [REDACTED: Term] prior to the Requesting date of such request, the Party from whom such amounts are due and owing (the “Owing Party”) shall pay such additional amounts (together with interest on such amount payable at a rate equal to [REDACTED: Interest rate] to the Party entitled to receive such amounts or, if directed by such Party, then one of its Affiliates, within [REDACTED: Term] after the other date, such Party will pay delivers to the Requesting Owing Party such additional payments within [***] ([***]) days of the date the other Party receives such accountantaccounting firm’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that an overpayment was made, the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to whom such overpayment was made (the Requesting “Overpaid Party, or, if no further payments are to be made ”) shall repay such overpayment to the other Party who made the overpayment within [REDACTED: Term] after the date such Party delivers to the Overpaid Party such accounting firm’s written report. The Requesting Party shall pay for the cost of such audit, provided, however, that if the audit shows an underpayment or overpayment of any reimbursement or other amounts of more than [REDACTED: Percentage] of the amount due for the applicable period, then the Owing Party or the Overpaid Party, as applicable, shall promptly reimburse the other Party for all costs incurred in connection with such audit. During the conduct of an audit for a particular Calendar Year, the Parties agree that the accounting rules that were in effect during such Calendar Year (or part thereof) shall be applied in determining whether any amount is owed in respect of such Calendar Year. 8.3.3. Each Party shall treat all information that it receives under this Section 8.3 in accordance with the confidentiality provisions of ARTICLE 10 of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the Requesting Party shall promptly repay other Party(ies) obligating such overpayment. Notwithstanding any provision of this Agreement accounting firm to retain all such financial and other information in confidence pursuant to such confidentiality agreement, except to the contrary, all reports and financial information of extent necessary for such Party to enforce its rights under the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8Agreement.

Audit Rights. Upon [***] 10.1 At any time during normal business hours on a Business Day, and on not less than ninety ([***]90) days days' prior notice written notice, and not more than once a year the Audit Party shall be entitled, and the Authorized Vendor shall permit or procure the relevant permission from one party any Sub Vendor or a Subscriber, (referred to as all of the “Requesting foregoing being an "Audited Party” in this Section 6.6.2"), to provide access to the other premises of the relevant Audited Party will permitat which the Audited Party receives or processes Pricing Data, and/or the premises from which the Authorized Vendor generates Reports sent to ICE Data, and will cause its Affiliates the Audit Party shall, on the same basis, be entitled to have access to and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by inspect the Requesting Party and reasonably acceptable to the other Party, to examine, at the Requesting Party’s sole expense, the relevant books accounts and records of the other Partyrelevant Audited Party and all instruments and apparatus used by it in connection with or relating to Pricing Data and this Agreement. In the event the Authorized Vendor is suspected of or found to be in breach of this Agreement in ICE Data’s sole discretion, its Affiliates or has not remedied failures to comply with the terms of this Agreement in a previous audit, ICE reserves the right to audit the Authorized Vendor more frequently than once per year. This Clause 10 shall survive any termination of the Agreement. 10.2 Such accounts and Sublicensees for the sole purpose records shall cover a period of verifying the amounts reported no more than five (5) years, as determined by ICE Data, and include (as applicable), without limitation: lists of Sub Vendors and Subscribers; billing invoices covering all services and their start/end dates provided by the Authorized Vendor to Sub Vendors and Subscribers; registers and accounting ledgers; Authorized Vendor data distribution agreements under the terms of which Pricing Data is distributed; and, any other Party documentation or computerised or other records as may be requested by ICE Data, including but not limited to the Datafeed Access Declarations and payments made Subscriber Agreements. The Authorized Vendor, Sub Vendor , or Subscriber (as applicable) may redact information which in the reasonable view of that party is commercially sensitive information (which does not impact on the ability of ICE Data to perform an Audit) from such accounts and records which are accessed and/or inspected by any Party ICE Data in accordance with Article 6its rights under the terms of Clause 10.1. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited All information made available to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before Audit Party shall remain confidential between the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Audit Party, its Affiliates Authorized Vendor, Subscriber and ICE Data, and any agent acting on behalf of these parties, where applicable. 10.3 In the event that ICE Data has a reasonable belief that any Authorized Vendor or Sublicensees, any Subscriber (as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies ) is not in compliance with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 Pricing Data Policy or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party Authorized Vendor shall promptly repay such overpayment. Notwithstanding any provision of this Agreement carry out its obligations and ICE Data shall be entitled to exercise its rights under Clause 10.1 above immediately and without notice. 10.4 In the contrary, all reports and financial information of event that the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review Audit reveals that the Charges paid by the Requesting Party under this Section 6.6.2 will Authorized Vendor to ICE Data in any Charge Period were less than those properly payable the following provisions shall apply: 10.4.1 ICE Data shall invoice the Authorized Vendor in respect of any outstanding Charges and any interest which may be deemed payable thereon and the amount specified in such invoice shall be paid by the Authorized Vendor in accordance with Clause 6. 10.4.2 In the event that the Charges paid by the Authorized Vendor to be ICE Data in any Charge Period were less than 90% of those properly payable by the other Party’s Confidential Information Authorized Vendor as a result of inaccurate reporting by the Authorized Vendor, the Authorized Vendor shall reimburse to ICE Data on demand all costs and subject to expenses whatsoever incurred in carrying out the provisions of Article 8relevant Audit.

Audit Rights. Upon [***] ([***]) days prior notice from one party (referred to as the “Requesting Party” in this Section 6.6.2), the other 19.01 Each Party will permitestablish and maintain at all times true and accurate books, records and will cause its Affiliates accounts in accordance with generally accepted accounting principles applied consistently from year to year consistent with good industry practices, distinguishable from all other books and Sublicensees records in respect of all transactions undertaken by such Party pursuant to permitthis Agreement. 19.02 During normal business hours, an independent certified public accounting firm each Party shall have the right, exercisable no more than [Redacted – Timing] per year, to audit such books, records and accounts of nationally recognized standing selected by the Requesting Party and reasonably acceptable to the other Party, provided such right to examine, at audit shall be limited to two calendar years following the Requesting Party’s sole expense, completion of any sale or other transaction associated with this Agreement; provided that if either Party from time to time is able to provide evidence reasonably demonstrating a concern that the relevant books, records or accounts of the other Party are not correct, such Party may exercise the audit right described in this section within [Redacted – Timing] days of providing such evidence, notwithstanding the limitation of [Redacted – Number of Audits] audit per year that would otherwise apply. 19.03 Subject to Section 19.02 hereof, for a period of [Redacted – Timing] year after the expiration of the Contract Term, each Party shall have the right to have a third-party auditor, who will be a member of a chartered accounting firm with no fewer than fifty (50) partners, audit on such Party's behalf the relevant accounts, books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary in order to verify the accuracy of any statement, charge, computation or demand made under or pursuant to any of the reports furnished provisions of this Agreement. 19.04 If any error is discovered in any statement rendered hereunder, such error will be adjusted by the other Party Parties within a period of [Redacted – Timing] days from the date of discovery, but no adjustment will be made for any error discovered in accordance with Section 6.6.1 a statement more than [Redacted – Time Period] years after delivery of such statement. 19.05 If a difference of [Redacted – Percentage] percent or the amount of payments $[Redacted – Amount], whichever is greater, from a statement rendered hereunder by any Party under this Agreementis discovered by any audit, in the Party which case the Requesting Party’s obligations with respect to rendered such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party statement will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount costs of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If no such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreementmaterial difference appears, the Requesting Party shall promptly repay requesting the audit of such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 statement will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8pay such costs.

Audit Rights. Upon Each Party (as Paying Party) will maintain complete, ------------ clear and accurate records of the information required to determine the amounts of payments made hereunder. For the sole purpose of ensuring compliance with the payment obligations of this Agreement, either Party (as Payee Party) will have the right to request that an independent certified accountant selected by the Parties (and which accountant enters into a confidentiality agreement mutually agreed to by the Parties) conduct (no more than twice per calendar year of this Agreement) a reasonable and necessary inspection of portions of such books and records as are necessary to verify the correctness of the [****] REPRESENTS MATERIAL, WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE COMMISSION, PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL EXECUTION VERSION payments made hereunder. Any such audit may be conducted after twenty ([***]20) business days prior written notice from one party (referred to as the “Requesting Paying Party” in . The Payee Party shall bear the expense of any audit conducted pursuant to this Section 6.6.2), 7.8 unless such audit shows an error in the other Party will permit, and will cause its Affiliates and Sublicensees Payee Party's favor amounting to permit, an independent certified public accounting firm a deficiency in excess of nationally recognized standing selected by the Requesting Party and reasonably acceptable to the other Party, to examine, at the Requesting Party’s sole expense, the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] five percent ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies5%) of the other Partyactual amounts payable to the Payee Party hereunder, its Affiliates or Sublicensees, as applicable, where in which event the Paying Party shall bear the reasonable costs and expenses incurred in connection with such books and records are normally kept and such examination will be conducted during normal business hoursaudit. The other Paying Party or shall pay the applicable Sublicensee may require Payee Party the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing amount of any deficiency discovered by the accounting firm with access to facilities or records. Upon completion Payee Party within thirty (30) days after receipt of notice thereof from the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Payee Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished disputed in good faith by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Paying Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8.

Audit Rights. Upon (a) Each Party (the “Auditing Party”) shall have the right during the [***] ([***]) days prior notice from one party (referred period described in Section 7.4.1 to as the “Requesting Party” in this Section 6.6.2), the other Party will permit, and will cause appoint at its Affiliates and Sublicensees to permit, expense an independent certified public accounting firm accountant of nationally recognized standing selected by (the Requesting Party and “Accounting Firm”) reasonably acceptable to the other Party (the “Audited Party, ”) to examine, at the Requesting Party’s sole expense, inspect or audit the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Audited Party and its Related Parties to verify that the amount of such payments made by any were correctly determined; provided, that (except in the event of a dispute as set forth in the second-to-last sentence of this Section 7.4.2(a)) records for a particular period may only be audited once. The Auditing Party in accordance will provide the Audited Party with Article 6at least [***] notice of its desire to initiate an audit. An The Audited Party and its Related Parties shall each make their records available for inspection or audit by the Requesting Accounting Firm during regular business hours for a period of [***] from the creation of individual records at such place or places where such records are customarily kept, upon reasonable notice from Auditing Party, solely to verify the payments hereunder were correctly determined. Such inspection or audit right shall not be exercised by the Auditing Party under this Section 6.6.2 will occur not more than once [***] in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year may cover a period ending not more than [***] ([***]) years before prior to the date of the such request. The accounting firm will All records made available for inspection or audit pursuant to this Section 7.4.2 shall be provided access deemed to such books and records at the facility(ies) be Confidential Information of the other Audited Party. Any undisputed amounts shown to be owed but unpaid, its Affiliates or Sublicenseesoverpaid and in need of refund, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to paid or refunded (as the Requesting Party, then the other Party will pay to the Requesting Party such additional payments case may be) within [***] ([***]) days after the delivery of the date Accounting Firm’s report. If the Audited Party disputes amounts owed, as set forth in an audit report generated pursuant to this Section 7.4.2, then the Audited Party shall have a second audit of such records conducted solely to verify that the disputed amounts owed hereunder were correctly determined, at the Audited Party’s expense, by an Accounting Firm reasonably acceptable to the other Party receives such accountant’s written report. FurtherParty, if and the amount results of such underpayments exceeds second audit shall be binding on the Parties; provided, that to the extent such dispute constitutes a Dispute as to whether to underlying payment obligation has been triggered, it shall be resolved in accordance with Section 15.5. Except as otherwise set forth in the foregoing sentence, the Auditing Party shall bear the full cost of an audit that it conducts pursuant to this Section 7.4.2 unless such audit discloses an under reporting by the Audited Party of more than [***] percent ([***]%) of the aggregate amount that was properly payable to of the Requesting Partypayments hereunder reportable in any Calendar Year, then in which case the other Audited Party will shall reimburse the Requesting Auditing Party for the Requesting Party’s reasonable documented out-of-pocket all costs incurred in connection with such inspection or audit. (b) The Accounting Firm will disclose to the Auditing Party only whether the payments subject to such audit 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 Accounting Firm to execute a reasonable confidentiality agreement prior to commencing any such audit. If such accounting firm concludes that the other Party overpaid any payments The Accounting Firm shall provide a copy of its report and findings to the Requesting Audited Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8.

Audit Rights. Upon [***] 28.2.1 As used herein AAudit@ shall mean a comprehensive review of services performed under this Agreement; AExamination@ shall mean an inquiry into a specific element of or process related to services performed under this Agreement. Subject to the restrictions set forth in Article XX, a Party ([***]AAuditing Party@) days prior notice from one party (referred to as the “Requesting Party” in this Section 6.6.2), the other Party will permit, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to may audit the other Party's (AAudited Party@) books, records, data and other documents, as provided herein, two (2) times each Contract Year for the purpose of evaluating the accuracy of Audited Party's billing and invoicing. The scope of the Audit shall be limited to examine, at the Requesting Party’s sole expense(i) the period subsequent to the last day of the period covered by the Audit which was last performed (or if no Audit has been performed, the relevant books Effective Date) and (ii) the twenty-four (24) month period immediately preceding the date the Audited Party received notice of such requested audit. Unless otherwise agreed upon by the Parties in writing, such audit shall begin no fewer than thirty (30) days after Audited Party receives a written notice requesting an audit and shall be conducted by one (1) or more auditor(s) mutually agreed upon by the Parties. The Parties shall select such auditor(s) by the thirtieth day following Audited Party's receipt of a written audit notice. The Auditing Party shall cause the auditor(s) to execute a nondisclosure agreement in a form agreed upon by the Parties. 28.2.2 Upon thirty (30) days written notice by Sprint to CBT, Sprint shall have the right through its authorized representative to conduct an Examination, during Normal Business Hours, of CBT records, accounts and processes which contain information related to the services provided and performance standards agreed to under this Agreement. Within the above-described 30-day period, the parties shall reasonably agree upon the scope of the Examination, the documents and processes to be reviewed, and the time, place and manner in which the Examination shall be performed. CBT agrees to provide support, including appropriate access to and use of CBT=s facilities (e.g., conference rooms, telephones, copying machines and washrooms). 28.2.3 Except as set forth in Section 28.2.1, each Party shall bear its own expenses in connection with the conduct of any Audit or Examination. The reasonable cost of special data extractions required by Sprint to conduct the Audit or Examination will be paid for by Sprint. For purposes of this Section 28.1, a ASpecial Data Extraction@ shall mean the creation of an output record or informational report (from existing data files) that is not created in the normal course of business. Each Audit shall be conducted on the premises of Audited Party during Normal Business Hours. Audited Party shall cooperate fully in any such audit, providing the independent auditor reasonable access to any and all appropriate Audited Party employees and books, records and other documents reasonably necessary to assess the accuracy of Audited Party's billing and invoicing. No Party shall have access to the raw data of the other Party, its Affiliates but shall rely upon summaries or redacted documents provided by the independent auditor. Each Party shall maintain reports, records and Sublicensees data relevant to the billing of any services that are the subject matter of this Agreement for a period of not less than twenty-four (24) months after creation thereof, unless a longer period is required by Applicable Law. 28.2.4 If any Audit or Examination confirms any undercharge or overcharge, then Audited Party shall (i) for any overpayment promptly correct any billing error, including refunding any overpayment by Auditing Party in the form of a credit on the invoice for the sole purpose of verifying first full billing cycle after the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify have agreed upon the accuracy of the reports audit results and (ii) for any undercharge caused by the actions of or failure to act by Audited Party, immediately compensate Auditing Party for such undercharge. In each case, the amount shall be with interest at the lesser of one and one-half percent (1 2 %) per month and the highest rate of interest that may be charged under Applicable Law, compounded daily, for the number of days from the date on which such undercharge or overcharge originated until the date on which such credit is issued or payment is received, as the case may be. Notwithstanding the foregoing, Sprint shall not be liable for any Underbilled Charges for which Customer Usage Data was not furnished by CBT to Sprint within ten (10) months of the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to date such Confidential Information usage was incurred. 28.2.5 Any Disputes concerning audit results shall be subject referred to Article 8the Parties' designated personnel responsible for informal resolution. If such accounting firm concludes that additional payments were due to these individuals cannot resolve the Requesting Party, then the other Party will pay to the Requesting Party such additional payments Dispute within [***] thirty ([***]30) days of the date the other referral, either Party receives such accountant’s written report. Furthermay request in writing that one additional audit shall be conducted by an independent auditor acceptable to both Parties, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable subject to the Requesting requirements set out in Section 28.2.1. Such additional audit shall be at the requesting Party's expense. If the second audit fails to resolve the Dispute, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs matter shall be resolved in connection accordance with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party procedures set forth in Section 28.3. 28.2.6 This Section 28.2 shall promptly repay such overpayment. Notwithstanding any provision survive expiration or termination of this Agreement to the contrary, all reports and financial information for a period of the other Party two (2) years after expiration or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under termination of this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8Agreement.

Audit Rights. Upon [***] Each Party agrees to maintain accurate and complete books and records regarding its activities under this Agreement, including correspondence, instructions, invoices, receipts, quality assurance records, Specifications, Purchase Orders, raw materials and component procurement records ([***]) days prior notice from one party (referred to as the “Requesting Party” in this Section 6.6.2including Tobacco Leaf inventory tracking and infestation records), warehousing records and cost data, transportation records and cost data, other manufacturing cost records and data (including calculations and supporting documentation for Actual Costs, whether or not deemed to be Sensitive Information), and similar documents and data relating to the manufacture, purchase and sale of Products from a Manufacturer to a Customer hereunder. Each Party agrees to keep such records in sufficient detail to enable the other Party will permit, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to the other Party, to examine, at the Requesting determine or verify such Party’s sole expensecompliance with this Agreement. Each Party will keep such records for a period of time as determined by its normal document retention policies, the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once but in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending event not more less than [***] ([***]) three years before after the date of the requesttransaction to which those records relate, or longer if required by Law. The accounting firm Notwithstanding the foregoing, before a Manufacturer destroys any records relating to the Products it has manufactured for its Customer, it must notify that Customer in writing and allow that Customer a reasonable opportunity to make copies of those records (other than records containing Sensitive Information) before they are destroyed. In addition to the visitation and inspection rights set forth in Section 2.2(c), during regular business hours and upon not less than five business days written notice, each Party will be provided access permit each other Party (and its representatives), at such other Party’s cost and expense, to such examine and audit all of the first Party’s books and records at the facility(ies) of the other Party, relating to its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party activities under this Agreement, in which case each case, to the Requesting Party’s obligations with respect extent necessary for the Party(ies) to such Confidential Information shall be make the foregoing determination and verification and subject to Article 8. If such accounting firm concludes that additional payments were due restrictions implemented in good faith to (a) ensure compliance with applicable Law, (b) preserve any applicable privilege (including the Requesting Partyattorney-client privilege), then the other Party will pay to the Requesting Party such additional payments within [***] or ([***]c) days of the date the other Party receives such accountant’s written report. Furthercomply with any applicable contractual confidentiality obligations; provided that, if the amount any Party is then in breach of such underpayments exceeds more than [***] percent ([***]%) any of the amount that was properly payable to the Requesting Partyits representations, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs warranties or covenants in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information (or one or more of the other Party or its Affiliates’ or Sublicensees which are provided has a reasonable basis to or subject to review by the Requesting Party under this Section 6.6.2 assert any such breach), then any such audit will be deemed to permitted upon 24 hours’ notice and if a breach is confirmed, the costs and expenses of the audit will be the other responsibility of the breaching Party; and, provided, further, that, with respect to any audit that would involve the disclosure of a Party’s Confidential Information Sensitive Information, the other Party may only conduct such audit through (i) the group of individuals designated as permitted to receive such information pursuant to Section 4.3(a), or (ii) a legal representative or independent accountant who has agreed to (A) analyze such information solely for the purpose of advising the Parties with respect to compliance with this Agreement and subject (B) maintain the confidentiality of such information and not disclose it to any of the provisions of Article 8Parties.

Audit Rights. Upon [***] ([***]) days prior notice 5.6.1 ORADISC shall maintain books of account with respect to its sales of the Product in each country in the Territory. ULURU shall have the right, not more than once during each calendar year, to have an independent accountant selected and retained by ULURU to inspect and examine such books of ORADISC during regular business hours for the purpose of verifying the statements of the aggregate Net Sales resulting from one party (referred sales of Product and determining the correctness of the Royalties paid. Subject to as the “Requesting Party” in this Section 6.6.2)5.6.2, the other Party will permit, and will cause its Affiliates and Sublicensees to permit, an if such independent certified public accounting firm accountant’s report shows any underpayment by ORADISC, ORADISC shall pay to ULURU within thirty (30) days after ORADISC’s receipt of nationally recognized standing selected such report, (a) the amount of such underpayment, and (b) if such underpayment exceeds five percent (5%) of the total amount owed for the period then being audited, the reasonable fees and expenses of any independent accountant performing the audit on behalf of ULURU. Subject to Section 5.6.2, if such independent certified public accountant’s report shows any overpayment by ORADISC, ULURU shall remit to ORADISC within thirty (30) days after ULURU’s receipt of such report, the Requesting amount of such overpayment. Any audit or inspection conducted under this Agreement by ULURU or its agents or contractors will be subject to the confidentiality provisions of this Agreement, and ULURU will be responsible for compliance with such confidentiality provisions by such agents or contractors. 5.6.2 If any dispute arises under this Section 5.6 between the Parties relating to overpayments or underpayments, and the Parties cannot resolve such dispute within thirty (30) days of a written request by either Party and reasonably acceptable to the other Party, the Parties shall hold a meeting, attended by the Chief Executive Officer or President of each party (or their respective designees), to examineattempt in good faith to negotiate a resolution of the dispute. If, at the Requesting Party’s sole expensewithin sixty (60) days after such meeting request, the relevant books and records Parties have not succeeded in negotiating a resolution of the dispute, either Party may pursue any other available remedy, including, upon prior written notice to the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8instituting legal action.

Audit Rights. The Parties shall maintain, during the Term and for a period of one (1) year after termination or expiration of the Agreement (the “Audit Term”), records reasonably relating to payment rights or payment obligations under this Agreement (“Business Records”). Upon reasonable written request (and at its expense), either Party will have the right to hire a mutually agreeable independent accounting firm of international stature (not compensated on a contingency fee basis) to audit the Business Records solely to the extent relevant to the determination and calculation of amounts payable to Company under this Agreement, for the purpose of confirming the accuracy of the reports and invoices submitted to each Party and the payments made to Company hereunder. The auditor shall be under obligations of confidentiality to the auditing party and the auditing party shall remain responsible for any breach of confidentiality by the auditor. Unless any audit reveals an underpayment of [***] ([***]) days prior notice from as set forth below, neither Party may request audits hereunder more frequently than one party (referred time per calendar year, nor will the records supporting any statements be audited more than once. The results of any audit hereunder will be subject to as the “Requesting Party” nondisclosure obligations referenced in this Section 6.6.2), the other Party will permitAgreement. All audits must take place during audited Party’s normal business hours, and will cause only with 30 days’ prior written notice. If an audit by a Party’s auditor results in the audited Party being determined to be not in compliance with any payment-related provision of this Agreement, then the audited Party shall promptly take actions to comply with such audit. Each Party shall bear its Affiliates and Sublicensees own costs with respect to permitany such audit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable unless a discrepancy to the other Party, to examine, at the Requesting Party’s sole expense, the relevant books and records detriment of the other Party, its Affiliates and Sublicensees for the sole purpose auditing Party of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates in amounts paid or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure payable is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreementdetermined, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due (in addition to the Requesting Partycompliance by the audited party with its payment obligations), then the other audited Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will shall reimburse the Requesting auditing Party for the Requesting Party’s all reasonable documented out-of-pocket costs in connection associated with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8.

Audit Rights. Upon [***] Each Party shall keep and maintain for at least three ([***]3) days prior notice from one party (referred to years complete and accurate records in accordance with GAAP or IFRF as the case may be in sufficient detail to allow confirmation of any payment calculations or components thereof and made hereunder. Upon the written request of a Party (herein, the “Requesting Auditing Party” ”) and not more than once in this Section 6.6.2)each Calendar Year, the other Party will permit(herein, and will cause its Affiliates and Sublicensees to permit, the “Audited Party”) shall permit an independent certified public accounting firm of nationally internationally-recognized standing standing, selected by the Requesting Auditing Party (provided that the Auditing Party shall not without the Audited Party’s prior written consent select the same public accounting firm that conducts the Auditing Party’s annual financial statement audit) and reasonably acceptable to the other Audited Party, to examine, at the Requesting Auditing Party’s sole expense, to have access, with not less than thirty (30) days notice, during normal business hours, to the relevant books and records of the other Party, Audited Party and its Affiliates and Sublicensees for as may be reasonably necessary to verify the sole purpose accuracy of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records hereunder for any Calendar Year year ending not more than [***] thirty-six ([***]36) years before months prior to the date of the such request. The accounting firm will be provided access instructed to such books provide its audit report first to the Audited Party, and records at the facility(ies) will be further instructed to redact any proprietary information of the other Audited Party not relevant to verifying the accuracy of payments prior to providing that audit report to the Auditing Party. The accounting firm’s audit report shall state whether the applicable report(s) is/are correct or not, its Affiliates or Sublicenseesand, as if applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the No other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information information shall be subject to Article 8shared. If such accounting firm concludes that additional payments monies were due owed by the Audited Party to the Requesting Partyother, then the other Audited Party will shall have the option to invoke the arbitration proceedings of Sub-Section 14.1.2 or pay to the Requesting Party such additional payments monies within [***] thirty ([***]30) days of the date the other Audited Party receives such accountantaccounting firm’s written reportreport so concluding. Further, The fees charged by such accounting firm shall be paid by the Auditing Party; provided if an error in favor of the amount Auditing Party of such underpayments exceeds more than [***] ten percent ([***]10%) of the amount that was properly payable to the Requesting Partyis discovered, then the other Audited Party will reimburse shall pay the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If fees and expenses charged by such accounting firm concludes that firm. Any audit reports provided hereunder shall be the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information Confidential Information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Audited Party’s Confidential Information and subject to the provisions of Article 8.

Audit Rights. Upon [***] ([***]a) days prior notice from one Each Party or any third party (referred to as representative of a Party shall have the “Requesting Party” in this Section 6.6.2)right, the other Party will permit, at its sole expense and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to the other Partyduring normal working hours, to examine, at examine copies of the Requesting Party’s sole expense, the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is reasonably necessary to verify the accuracy of the reports furnished by any Statement, charge or computation made pursuant to this Agreement. If requested, a Party shall provide to the other Party statements evidencing the quantities of Energy and/or capacity delivered at the NEPOOL PTF. With respect to records (i) held in accordance the custody of a third party, (ii) held by GMP but which cannot be disclosed to MS, or (iii) held by MS, but which cannot be disclosed to GMP in each case pursuant to a confidentiality obligation of such Party, if an audit is requested by a Party, the Parties shall select an independent auditor to perform the audit consistent with Section 6.6.1 the rights of GMP or MS, as the amount of payments by any Party case may be, under this Agreement, and such confidentiality arrangements as may be required by the confidentiality obligation in which case question. Subject to any additional limitations that may be imposed under the Requesting Party’s obligations GMP or MS contract in question, such examinations by an independent auditor shall not be performed more frequently than once each calendar year. The Party requesting the audit shall pay all costs, including those of the independent auditor, associated with respect to the audit. (b) If any such Confidential Information examination reveals any inaccuracy in any Statement, (i) the necessary adjustments in such Statement will be promptly made and included in a revised Statement submitted by GMP and (ii) the payments thereof will be promptly made and shall be subject to Article 8. If such accounting firm concludes that additional payments were due to bear interest calculated at the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of Interest Rate from the date the other Party receives such accountant’s written report. Furtheroverpayment or underpayment was made; provided, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount however, that was properly payable no adjustment for any statement or payment will be made unless objection to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments accuracy thereof was made prior to the Requesting Partylapse of two (2) years from the rendition thereof; and provided, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Partyfurther, or, if no further payments are to be made to the other Party under that this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to will survive any termination of this Agreement for a period of two (2) years from the contrary, all reports date of such termination for the purpose of such Statement and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8payment objections.

Audit Rights. Upon (a) Not more than […***…] ([***]) days prior notice from one party (referred per Calendar Year, each Party shall have the right to as the “Requesting Party” in this Section 6.6.2), the other Party will permit, and will cause its Affiliates and Sublicensees to permit, conduct an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to the other Party, to examine, at the Requesting Party’s sole expense, the relevant books and records audit of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance ’s compliance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once 2.1, including with respect to Development Costs incurred in any Calendar Year and will be limited to connection with activities conducted in the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date execution of the requestDevelopment Plan, for purposes of confirming the Development Costs reflected in Quarterly Reports contemplated in Section 2.2.2(c). The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will Such audit shall be conducted during normal business hours, upon not less than […***…] ([…***…]) Business Days prior notice, and no more than […***…] with regard to any given Calendar Year. As appropriate, prompt adjustments to payments made pursuant to Section 2.2.2(c) shall be made by the Parties to reflect the results of such audit. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access whom payment is owed will issue an invoice to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall . Such invoice will be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments paid within […***…] (days of receipt. The auditing Party shall bear the full cost of such audit unless such audit discloses an over-reporting by the audited Party of more than […***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***…] percent ([…***…]%) of the amount that was properly payable of Development Costs for a given Calendar Quarter, in which case, the audited Party shall bear the full cost of such audit. Notwithstanding anything to the Requesting contrary contained in this Section 2.1.3, each Party, then ’s audit shall be limited to the review of information directly relating to Development activities. (b) Each Party shall have the right to conduct an inspection and audit of the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs compliance with this Section 2.1 and Section 2.2.7, including with respect to any Development activities carried out by subcontractors of a Party. Such inspection and audit shall be conducted during normal business hours, upon not less than […***…] ([…***…]) Business Days prior notice, and not more than […***…] per Calendar Year; provided, however, if an adverse issue arises in connection with the audit. If such accounting firm concludes that Development activities of the other Party overpaid any payments to the Requesting Partybe audited, then such overpayments will inspection or audit may be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting conducted more than […***…] per Calendar Year. The auditing Party shall bear the full cost of such audit. The audited Party shall use Commercially Reasonable Efforts to resolve any material audit findings as promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8as possible.

Audit Rights. Upon [***] With respect to any facility or site at which a Party, its Affiliates, or Designees conduct Research Activities, each Party shall have the right, during the time period commencing on the Effective Date and lasting until the earlier of ([***]a) days prior the end of the Initial Agreement Term or (b) the completion of the Cell Line Technology Transfer, at its own expense, upon reasonable written notice from one party (referred to as the “Requesting Party” in this Section 6.6.2), the other Party will permit, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable no less than five Business Days to the other Party, or such Affiliate or Designee, and during normal business hours, to examineinspect such site and facility and any records relating thereto once per year (or more frequently for cause), at to verify compliance with the Requesting Party’s sole expenseterms of this Agreement and Applicable Law in carrying out such Research Activities and its obligations under the Agreement, the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicenseesincluding, as applicable, where GLP, GCP, and GMP. In the event that any such books and records are normally kept facility or site is found to be non-compliant with such requirements during such audit, and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing compliance relates to or impacts the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished activities being conducted by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party Parties under this Agreement, the Requesting inspected Party will submit a proposed Corrective and Preventative Actions (“CAPA”) within 30 days’ notice of such non-compliance. The inspecting Party shall have the right to review and approve such CAPA prior to implementation thereof by the inspected Party. The inspected Party shall use Commercially Reasonable Efforts to implement such CAPA promptly repay such overpaymentafter approval by the other Party. Notwithstanding any provision Failure by the non-compliant Party to resolve the issues identified within 90 days after approval of the CAPA shall constitute a breach of this Agreement Agreement. If Dyadic does not have the contractual right to the contraryaudit any Subcontractor of Dyadic performing Dyadic Research Activities, all reports then it shall not be a breach of this Section 2.10 (Audit Rights) if Dyadic is unable to audit such Subcontractor so long as Dyadic uses Commercially Reasonable Efforts to reach agreement with such Subcontractor to permit audits and financial information implementation of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review corrective actions by the Requesting Party ▇▇▇▇▇▇▇ under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information 2.10 (Audit Rights) or if Dyadic conducts such audits and subject to the provisions of Article 8ensures such corrective actions on ▇▇▇▇▇▇▇’▇ behalf.

Audit Rights. Upon [***] Each Party ([***]the "Auditing Party") days prior notice from one party shall have the right once during each calendar year (referred but not during the months of July or August, in the case of an audit of VIASOFT and not during the months of January or February, in the case of an audit of PERITUS) to as the “Requesting Party” in this Section 6.6.2), have its representatives reasonably approved by the other Party will permit, and will cause its Affiliates and Sublicensees to permit, (the "Audited Party") perform an independent certified public accounting firm inspection of nationally recognized standing selected by the Requesting Party and reasonably acceptable to the other Party, to examine, at the Requesting Party’s sole expense, the relevant books and records of the other Party, its Affiliates and Sublicensees Audited Party for the sole purpose immediately prior calendar year as they relate to this Agreement. Except for the months of verifying July and August in the amounts reported case of VIASOFT, any such inspection shall be permitted by the other Audited Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] within fifteen ([***]15) years before the date days of receipt of the request. The accounting firm will be provided access Auditing Party's written request to such books and records at the facility(ies) of the other Partyinspect, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours, at a time mutually agreed upon by the Parties. The other Auditing Party or the applicable Sublicensee may require the accounting firm to sign shall provide a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion copy of the auditreport from such inspection to the Audited Party promptly upon its completion and the Audited Party shall within thirty (30) days pay to the Auditing Party the amount of any additional commissions mutually agreed to be due. The cost of each such inspection will be borne by the Auditing Party; provided, however, that if such an inspection shows that the Audited Party failed to pay when due to the Auditing Party an amount greater than ten percent (10%) of all commissions determined to have been due to the Auditing Party during the prior fiscal year, the accounting firm will provide both Parties Audited Party shall reimburse the Auditing Party for the reasonable, documented cost of such inspection. If at any time a written report disclosing any discrepancies with Party's books and records show that the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information Party has paid to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the an amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes commissions greater than that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of so notify the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be in writing, providing reasonable documentation, and the other Party’s Confidential Information and subject to Party shall return the provisions amount of Article 8commissions overpaid within thirty (30) days.

Audit Rights. Upon Each Party shall have the right, during normal business hours, and no more than once per year, with more frequent audits upon agreement of the Parties, to inspect and audit: (a) those portions of the facilities of each Party, Affiliate, Sublicensee, subcontractor and investigator site used in the performance of the applicable Development Plan or the Manufacturing of Materials to be supplied hereunder, to ascertain compliance with Laws and Regulatory Approvals, including cGLP, cGCP and cGMP, and conformance with the applicable specifications and quality assurance standards, provided that the inspecting Party shall on such occasions be accompanied by a representative of the other Party; and (b) any of the other Party’s documentation or its Affiliates’, Sublicensees’, subcontractors’ or investigators’ documentation relating to such Development Plan or Manufacturing of the Materials to be supplied hereunder, including, to the extent permitted by Law and any privacy policies, the medical records of any patient participating in any clinical study under the Development Plan. A Party’s audit rights shall be limited by pre-existing bona fide Third Party [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. -50- agreements or confidentiality obligations, provided, however, that each Party shall use its reasonable efforts to ([***]1) days prior notice from one party (referred to as the “Requesting Party” in this Section 6.6.2), the other Party will permit, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to the other Party, to examine, at the Requesting Party’s sole expense, the relevant books and records of the other Party, its Affiliates and Sublicensees obtain audit rights for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting such pre-existing agreements and (2) ensure such other Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement is granted audit rights to the contrary, all reports and financial information of the other same extent which a Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8has audit rights in any future agreements.

Audit Rights. Upon [***] ([***]) days prior notice from one party (referred to as the “Requesting Party” Notwithstanding anything in this Section 6.6.2), the other Party will permit, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable paragraphs 1-3 above to the other Partycontrary but subject to paragraphs 4(a)-(c) below, (i) ▇▇▇▇ and all applicable Meridian Parties retain and do not release any or all audit rights for time periods after October 31, 2009 (and corresponding rights to examine, at issue additional invoices together with the Requesting Party’s sole expense, the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying right to contest the amounts reported claimed in such invoices, including for expenses incurred (or third-party invoice received by a Meridian Party) after October 31, 2009 but before the other Party Effective Time) under, subject to and payments made by any Party in accordance with Article 6. An audit by the Requesting all applicable Third Party under this Section 6.6.2 will occur not more than once in any Calendar Year Operating Agreements and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations Form ▇▇▇▇ with respect to any Active MPA Prospect, (ii) JAR and all applicable Meridian Parties retain and do not release any or all audit rights for time periods after October 31, 2009 (and corresponding rights to issue additional invoices together with the right to contest the amounts claimed in such Confidential Information shall be invoices, including for expenses incurred (or third-party invoice received by a Meridian Party) after October 31, 2009 but before the Effective Time) under, subject to Article 8and in accordance all applicable Third Party Operating Agreements and Form ▇▇▇▇ with respect to any Active MPA Prospect in which JAR holds an interest and (iii) ▇▇▇▇▇▇ and all applicable Meridian Parties retain and do not release any or all audit rights for time periods after October 31, 2009 (and corresponding rights to deduct from future revenues CHARGEABLE EXPENSES incurred (including for third-party invoice received by a Meridian Party) after October 31, 2009 but before the Effective Time, together with the right to contest any such deductions) under, subject to and in accordance the Original NPI Agreement as amended by the NPI Amendment with respect to any Active NPI Prospect or Suspended NPI Prospect. If such accounting firm concludes Furthermore, the ▇▇▇▇▇▇ Parties do not release their audit rights for purposes of insuring that additional payments were due made by the Meridian Parties in compliance with paragraph 3 above. For avoidance of doubt, claims arising under this paragraph 4 are not Released Claims. (a) Except as provided in paragraph 4(c) below, nothing in this Settlement Agreement shall reserve or grant to any Party the right to contest or dispute (i) that any gross working interest or net revenue interest of ▇▇▇▇ is other than as provided for under the Omnibus Agreement (or any amendments thereto), (ii) that any gross working interest or net revenue interest of JAR is other than as provided for under the Omnibus Agreement (or any amendments thereto) and (iii) that any net profits interest of ▇▇▇▇▇▇ is other than as provided for in the Omnibus Agreement (or any amendments thereto). (b) Nothing in this Settlement Agreement shall reserve to ▇▇▇▇, JAR or ▇▇▇▇▇▇ any claim referenced in recitals (h)—(k) above. Without limiting the scope of the release in paragraph 2(a) above, ▇▇▇▇, JAR and ▇▇▇▇▇▇ expressly and forever release, discharge, waive and forgo any and all such claims. (c) Notwithstanding Exhibit 4 to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Omnibus Agreement, the Requesting Party Parties agree that, in compromise of their disputes, the net profits interests of ▇▇▇▇▇▇ for those ▇▇▇▇▇ listed on Exhibit 1 hereto shall promptly repay such overpayment. Notwithstanding any provision be treated as 1.5% of this Agreement to the contrary8/8ths for all production at or before October 31, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 82009.

Audit Rights. Upon Each Party (as Paying Party) will maintain complete, ------------ clear and accurate records of the information required to determine the amounts of payments made hereunder. For the sole purpose of ensuring compliance with the payment obligations of this Agreement, either Party (as Payee Party) will have the right to request that an independent certified accountant selected by the Parties (and which accountant enters into a confidentiality agreement mutually agreed to by the Parties) conduct (no more than twice per calendar year of this Agreement) a reasonable and necessary inspection of portions of such books and records as are necessary to verify the correctness of the [****] REPRESENTS MATERIAL, WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE COMMISSION, PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXECUTION VERSION payments made hereunder. Any such audit may be conducted after twenty ([***]20) business days prior written notice from one party (referred to as the “Requesting Paying Party” in . The Payee Party shall bear the expense of any audit conducted pursuant to this Section 6.6.2), 7.8 unless such audit shows an error in the other Party will permit, and will cause its Affiliates and Sublicensees Payee Party's favor amounting to permit, an independent certified public accounting firm a deficiency in excess of nationally recognized standing selected by the Requesting Party and reasonably acceptable to the other Party, to examine, at the Requesting Party’s sole expense, the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] five percent ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies5%) of the other Partyactual amounts payable to the Payee Party hereunder, its Affiliates or Sublicensees, as applicable, where in which event the Paying Party shall bear the reasonable costs and expenses incurred in connection with such books and records are normally kept and such examination will be conducted during normal business hoursaudit. The other Paying Party or shall pay the applicable Sublicensee may require Payee Party the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing amount of any deficiency discovered by the accounting firm with access to facilities or records. Upon completion Payee Party within thirty (30) days after receipt of notice thereof from the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Payee Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished disputed in good faith by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Paying Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8.

Audit Rights. Upon [***] 12.1 The Parties acknowledge and accept that, due to the nature of the Services provided, a mutual audit right is required for each Party ([***]) days prior notice from one party (referred to as the “Requesting Auditing Party” in this Section 6.6.2), the other Party will permit, ”) to be able to verify and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to the other Party, to examine, at the Requesting Party’s sole expense, the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose monitor the other Party’s Confidential Information compliance with its material obligations under this Agreement (the “Audited Party”). The following provisions of this clause 12 are to give effect to that requirement. 12.2 Upon receipt of the Requesting Auditing Party’s reasonable request, except the Audited Party shall provide the Auditing Party with any documentation or records which are reasonably required to enable the extent such disclosure is necessary Auditing Party to verify and monitor the accuracy of the reports furnished by the other Party in accordance Audited Party’s compliance with Section 6.6.1 or the amount of payments by any Party its obligations under this Agreement. Such information and records may be redacted to remove Confidential Information not relevant to the request. 12.3 All information and records shall be provided without undue delay and where possible within 14 days of receipt of such request. The Audited Party shall also notify the Auditing Party of the name of the person within its organisation who will act as the point of contact for provision of the information required. 12.4 Subject to clauses 12.5 to 12.7, where, in which case the Requesting reasonable opinion of the Auditing Party, such documentation is not sufficient to demonstrate compliance or to meet the Auditing Party’s obligations with respect to such Confidential Information shall be subject a regulatory body (and in GBG’s case to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Partya Data Supplier), then the other Auditing Party will pay be entitled, upon reasonable prior written notice and upon reasonable grounds, to the Requesting Party such additional payments within [***] ([***]) days conduct an on-site audit of the date Audited Party’s premises or to appoint a third party auditor to conduct an on-site audit for the other Party receives such accountantpurposes of investigating the Audited Party’s written report. Further, if the amount of such underpayments exceeds compliance with its obligations under this Agreement. 12.5 Audits shall not be carried out on more than [***] percent ([***]%) one occasion per year of this Agreement unless the Auditing Party reasonably believes that the Audited Party is in material breach of the amount Agreement or unless the Auditing Party is required to do so by any regulatory body with competent jurisdiction (and in GBG’s case, by a Data Supplier). The Auditing Party or its auditor may be accompanied by representatives of any such regulatory body (or in GBG’s case a Data Supplier) in respect of any such audit imposed on the Audited Party. 12.6 All audits will be conducted in a manner that was properly payable to does not materially disrupt, delay or interfere with the Requesting Audited Party's performance of its business and shall be carried out at the expense of the Auditing Party. Should the audit reveal a material breach of the Agreement by the Audited Party, then the other Audited Party will shall reimburse the Requesting Auditing Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with full cost of the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting . 12.7 The Audited Party shall promptly repay provide the Auditing Party (or any third party auditor as relevant) with reasonable, supervised access to its premises, employees, computers, IT systems and records as required for the purpose of any such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8audit.

Audit Rights. Upon [***] ([***]) days prior notice from one party (referred Each Party shall maintain books of account relating to as its payment obligations and reimbursement rights pursuant to this Agreement all in accordance with International Accounting Standards with appropriate controls to insure that transactions are properly recorded. Each Party shall have the “Requesting Party” in this Section 6.6.2)right, the other Party will permitat its own expense, and will cause its Affiliates and Sublicensees to permit, have an independent certified public accounting firm accountant of nationally recognized standing selected by its own selection, reasonably acceptable to 57 the Requesting Party and other Party, examine at a time reasonably acceptable to the other Partyother, to examine, at the Requesting Party’s sole expenseduring normal business hours but not more than once each calendar year, the relevant books and records of account of the other, to determine whether appropriate accounting has been made hereunder. Such independent certified accountant shall treat as confidential and shall not disclose to the Party engaging such accountant any information other Party, its Affiliates and Sublicensees for than that which is relevant to the sole purpose rights of verifying the amounts reported engaging Party hereunder or the performance by the other Party of its obligations hereunder. In the event of a dispute between the independent certified public accountants of Pharmion and payments made Schering with respect to any matter called for by any Party in accordance with Article 6. An audit by this Agreement, the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the parties shall select a third independent public accounting firm to sign a reasonably acceptable non-disclosure agreement before providing arbitrate the accounting dispute, provided, that such firm with access shall have the authority only to facilities or records. Upon completion select from among the positions of the auditoriginal two firms that position which it deems most accurate. The fees of such third firm shall be borne by the Party whose position is not approved of by such arbitrator. If there is a dispute between the Parties following any audit performed pursuant to Section 30, either Party may refer the issue (an "Audit Disagreement") to an independent certified public accountant for resolution. In the event an Audit Disagreement is submitted for resolution by either Party, the accounting firm will provide both Parties a written report disclosing any discrepancies shall comply with the specific details concerning any such discrepancies. Such accounting firm following procedures: i. The Party submitting the Audit Disagreement for resolution shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s provide written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made notice to the other Party under that it is invoking the procedures of this AgreementSection 30. ii. Within thirty (30) business days of the giving of such notice, the Requesting Party Parties shall promptly repay jointly select a recognised international accounting firm to act as an independent expert to resolve such overpaymentAudit Disagreement. iii. Notwithstanding any provision The Audit Disagreement submitted for resolution shall be described by the Parties to the independent expert, which description may be in written or oral form, within ten (10) business days of the selection of such independent expert. iv. The independent expert shall render a decision on the matter as soon as practicable. v. The decision of the independent expert shall be final and binding unless such Audit Disagreement involves alleged fraud, breach of this Agreement or construction or interpretation of any of the terms and conditions thereof. vi. All fees and expenses of the independent expert, including any third party support staff or other costs incurred with respect to carrying out the procedures specified at the direction of the independent expert in connection with such Audit Disagreement, shall be borne by each Party in inverse proportion to the contrarydisputed amounts awarded to the Party by the independent expert through such decision (e.g. party A disputes $100, all reports the independent expert awards party A $60, then party A pays forty (40%) percent and financial information party B pays sixty (60%) percent of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8independent expert's costs)."

Audit Rights. Upon [***] 10.1 At any time during normal business hours on a Business Day, and on not less than ninety ([***]90) days days' prior notice written notice, and not more than once a year the Audit Party shall be entitled, and the Authorized Vendor shall permit or procure the relevant permission from one party any Sub Vendor or a Subscriber, (referred to as all of the “Requesting foregoing being an "Audited Party” in this Section 6.6.2"), to provide access to the other premises of the relevant Audited Party will permitat which the Audited Party receives or processes Pricing Data, and/or the premises from which the Authorized Vendor generates Reports sent to ICE Data, and will cause its Affiliates the Audit Party shall, on the same basis, be entitled to have access to and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by inspect the Requesting Party and reasonably acceptable to the other Party, to examine, at the Requesting Party’s sole expense, the relevant books accounts and records of the other Partyrelevant Audited Party and all instruments and apparatus used by it in connection with or relating to Pricing Data and this Agreement. In the event the Authorized Vendor is suspected of or found to be in breach of this Agreement in ICE Data’s sole discretion, its Affiliates or has not remedied failures to comply with the terms of this Agreement in a previous audit, ICE reserves the right to audit the Authorized Vendor more frequently that once per year. This Clause 10 shall survive any termination of the Agreement. 10.2 Such accounts and Sublicensees for the sole purpose records shall cover a period of verifying the amounts reported no more than five (5) years, as determined by ICE Data, and include (as applicable), without limitation: lists of Sub Vendors and Subscribers; billing invoices covering all services and their start/end dates provided by the Authorized Vendor to Sub Vendors and Subscribers; registers and accounting ledgers; Authorized Vendor data distribution agreements under the terms of which Pricing Data is distributed; and, any other Party documentation or computerised or other records as may be requested by ICE Data, including but not limited to the Datafeed Access Declarations and payments made Subscriber Agreements. The Authorized Vendor, Sub Vendor , or Subscriber (as applicable) may redact information which in the reasonable view of that party is commercially sensitive information (which does not impact on the ability of ICE Data to perform an Audit) from such accounts and records which are accessed and/or inspected by any Party ICE Data in accordance with Article 6its rights under the terms of Clause 10.1. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited All information made available to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before Audit Party shall remain confidential between the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Audit Party, its Affiliates Authorized Vendor, Subscriber and ICE Data, and any agent acting on behalf of these parties, where applicable. 10.3 In the event that ICE Data has a reasonable belief that any Authorized Vendor or Sublicensees, any Subscriber (as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies ) is not in compliance with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 Pricing Data Policy or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party Authorized Vendor shall promptly repay such overpayment. Notwithstanding any provision of this Agreement carry out its obligations and ICE Data shall be entitled to exercise its rights under Clause 10.1 above immediately and without notice. 10.4 In the contrary, all reports and financial information of event that the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review Audit reveals that the Charges paid by the Requesting Party under this Section 6.6.2 will Authorized Vendor to ICE Data in any Charge Period were less than those properly payable the following provisions shall apply: 10.4.1 ICE Data shall invoice the Authorized Vendor in respect of any outstanding Charges and any interest which may be deemed payable thereon and the amount specified in such invoice shall be paid by the Authorized Vendor in accordance with Clause 6. 10.4.2 In the event that the Charges paid by the Authorized Vendor to be ICE Data in any Charge Period were less than 90% of those properly payable by the other Party’s Confidential Information Authorized Vendor as a result of inaccurate reporting by the Authorized Vendor, the Authorized Vendor shall reimburse to ICE Data on demand all costs and subject to expenses whatsoever incurred in carrying out the provisions of Article 8relevant Audit.

Audit Rights. Upon [***] ([***]) days prior notice from one party (referred Each of Cephalon and TPNA shall keep complete and accurate records of its respective Details and incentive compensation payments for the Products to as Sales Representatives. Cephalon shall keep complete and accurate records of the “Requesting Party” in this Section 6.6.2)Gross Sales of the Products, Cost of Manufacture of samples of the other Party will permitProducts, and will cause its Affiliates and Sublicensees to permitany other reimbursable expenses. Each Party shall have the right, at such Party’s expense, through an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and accountant or like person reasonably acceptable to the other Party, upon execution of a confidentiality agreement, to examine, at examine such records during regular business hours upon reasonable written notice during the Requesting Party’s sole expense, Term and thereafter [**] after the relevant books and records later of the termination of this Agreement or the final scheduled Sunset Royalty Payment; provided, however, that (i) such examination shall not take place more often than [**] and shall not cover such records for [**] (other Partythan the period prior to July 1, its Affiliates and Sublicensees for 2006), (ii) such accountant or like person shall report to such Party only as to the sole purpose accuracy of verifying the amounts reported reports or payments provided or made by the other Party under this Agreement and payments (iii) such accountant or like person shall not report any individual compensation information. Any adjustments required as a result of overpayments or underpayments identified through a Party’s exercise of audit rights shall be made by any Party subtracting or adding, as appropriate, amounts from or to the next Royalty Payment or Sunset Royalty Payment in accordance with Article 6. An audit Section 4.3 or, if no further Royalty Payments or Sunset Royalty Payments are due, by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited payment to the pertinent books and records Party owed such adjustment within thirty (30) days after identification of such adjustment. The Party requesting the audit shall bear the full cost of the audit unless such audit correctly discloses that the discrepancy for any Calendar Year ending not the audit period differs by more than [***] ([from the amount the accountant determines is correct, in such case the owing Party shall pay the reasonable fees and expenses charged by the accountant. In addition, the owing Party shall pay interest from the original date ***]) years before the date Portions of the request. The accounting firm will be provided access Exhibit have been omitted and have been filed separately pursuant to such books an application for confidential treatment filed with the Securities and records at Exchange Commission pursuant to Rule 24b-2 under the facility(ies) Securities Exchange Act of the other Party, its Affiliates or Sublicensees1934, as applicable, where such books amended. due and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or until payment on the amount of payments by any the underpayment or overpayment at a rate equal to the average one (1) month London Inter-Bank Offering Rate (LIBOR) for the U.S. dollar as reported from time to time in The Wall Street Journal, effective for the first date on which payment was delinquent and calculated on the number of days such payment is overdue or, if such rate is not regularly published, as published in such source as the Steering Committee agrees. In the event that a Party disputes an invoice or other payment obligation under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information Party shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will timely pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of the invoice or other payment obligation that is not in dispute, and the Parties shall resolve such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs dispute in connection accordance with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 817.

Audit Rights. Upon [***] Each of the parties will maintain throughout the Term accurate and complete books and records relating to its performance under this Agreement ([***]including, without limitation, the sale and distribution of, and payments made and received for, HyperSpace Products) days prior notice from one in accordance with generally accepted accounting principals applied on a consistent basis. Each party will, upon request by the other party, provide to such requesting party (referred via an internal audit staff or an outside independent audit firm as such party may from time to as the “Requesting Party” time designate in this Section 6.6.2writing), the other Party will permitupon reasonable advance notice and during regular business hours, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable access to the other Partyfacilities, to examinecomputers, at the Requesting Party’s sole expenseproducts, the relevant personnel and books and records of the other Party, its Affiliates and Sublicensees such party for the sole purpose of verifying performing audits and inspections of such party to verify such party's compliance with the terms and conditions of this Agreement (including, without limitation, proper payment of amounts reported by due and payable to HyperSpace and Licensee). Audits with respect to the other Party and payments made by sharing or any Party in accordance with Article 6. An audit by fees between the Requesting Party under this Section 6.6.2 will occur parties shall take place not more than once each fiscal quarter, and in any Calendar Year and will be limited to the pertinent books and records case of audits for any Calendar Year ending other reason, not more than [***] once per year, Each party will provide to such auditors and representatives such assistance as they reasonably require. Each party will cooperate fully with the requesting party or such requesting party's designees in connection with audit functions. The auditors and other representatives of the requesting party will comply with the other party's reasonable security requirements. The expense of such audit shall be borne by the requesting party unless such audit reveals a material breach of one or more of provisions of this Agreement ([***]including underpayment to the requesting party by more than five percent (5%) years before during any calendar quarter, in which case, in addition to all other remedies that may be available to such requesting party hereunder, the other party shall pay all costs and expenses of such audit (including fees and expenses of third party auditors and related counsel fees)). Payment of any amount determined to be due as a result of such audit shall be made within thirty (30) days of receipt of the requesting party's invoice therefore, together with interest at the rate of one and one-half percent (1.5%) per month (or the highest rate permitted by law, if lower) from the date of payment was due until the request. The accounting firm will be provided access to such books date paid, and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished overpayment by the other Party in accordance with Section 6.6.1 or the party of any amount determined as a result of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information audit shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments returned within [***] thirty ([***]30) days of the date receipt by the requesting party of the other Party receives such accountant’s written report. Furtherparty's invoice therefore, together with interest at the rate of one and one-half percent (1.5%) per month (or the highest rate permitted by law, if lower) from the amount of such underpayments exceeds more than [***] percent ([***]%) of date payment was due until the amount that was properly payable date paid. Each party shall maintain and provide access upon request to the Requesting Partyrecords, then documents and other information required to meet the other Party will reimburse party's audit rights under this Agreement until the Requesting Party for the Requesting Party’s reasonable documented out-later of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under : (i) three (3) years after expiration or termination of this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of or (ii) all pending matters relating to this Agreement to the contrary(e.g., all reports and financial information of the other Party or its Affiliates’ or Sublicensees which disputes) are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8closed.

Audit Rights. Upon the written request of a Party (“Requesting Party”) with reasonable advance notice and not more than [***] ([***]) days prior notice from one party (referred to as the “Requesting Party” in this Section 6.6.2)each Calendar Year, the other Party will permit, and will cause its Affiliates and Sublicensees to permit, shall permit an independent certified public accounting firm of nationally internationally recognized standing selected by the Requesting Party and reasonably acceptable to the other Party, to examine, at the Requesting Party’s sole its own expense, to have access during normal business hours to such records as may be reasonably necessary to verify the relevant books and records of that the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the correct amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting have been paid to such Party under or in connection with this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for Agreement during any Calendar Year ending not more than [***] ([***]) years before prior to the date of the such request. The accounting firm will be provided access shall disclose to such books the Requesting Party only whether the reports are correct or incorrect and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm No other information shall not disclose the other Party’s Confidential Information be provided to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance connection with Section 6.6.1 or this audit right. This right to audit shall remain in effect throughout the amount life of payments by any Party under this Agreement and for a period of [***] after the termination of this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Partyidentifies a discrepancy, then the other Party will shall pay to the Requesting Party such additional payments the amount of the discrepancy within [***] (of the date Requesting Party delivers to the other Party such accounting firm’s written report so concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by Requesting Party unless the underpayment by the other Party exceeded [***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Partyowed for such Calendar Year, then in which case the other Party will reimburse the shall pay to Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If fees charged by such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpaymentfirm. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8.[***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED

Audit Rights. Upon [***] Subject to the other terms of this Section 9.8.2 (Audit Rights), during the Term, at the request of a Party (the “Auditing Party”), [***]) days prior notice from one party (referred to as the “Requesting Party” in this Section 6.6.2), the other Party (the “Audited Party”) will permitpermit an independent, and will cause its Affiliates and Sublicensees to permit, an independent nationally-recognized certified public accounting firm of nationally recognized standing accountant selected by the Requesting Auditing Party and reasonably acceptable to the other PartyAudited Party (the “Auditor”) to inspect, to examine, at the Requesting Party’s sole expenseduring regular business hours, the relevant books records required to be maintained by the Audited Party under Section 9.8.1 (Records); provided that such audit right will not apply to [***]; provided, further, that such audit may be repeated once if the Audited Party is responsible for the costs of such first audit pursuant to the terms of this Section 9.8.2 (Audit Rights). Prior to its inspection, the Auditor will enter into a confidentiality agreement with the Party being audited, having obligations of confidentiality and records non-use no less restrictive than those set forth in ARTICLE 11 (Confidentiality) and limiting the disclosure and use of such information by such accountant to summary findings from such audit, delivered to authorized representatives of the other Party, its Affiliates Parties and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6purposes germane to Section 9.8 (Records; Audit Rights). An audit by the Requesting Party under this Section 6.6.2 The Auditor will occur not more than once in any Calendar Year and will be limited report to the pertinent books Auditing Party 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 the Auditing Party. The Auditing Party will treat the results of the Auditor’s review of the Audited Party’s records for as Confidential Information of the Audited Party subject to the terms of ARTICLE 11 (Confidentiality). In the event such audit leads to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party will, [***], pay any Calendar Year ending not more than undisputed amount of the discrepancy. The Auditing Party will pay the full cost of the audit unless the underpayment of amounts due to the Auditing Party is [***] (in which case the Audited Party will also pay the reasonable cost charged by the Auditor for such review. Any undisputed overpayments by the Audited Party revealed by an examination will be paid, or at the Audited Party’s election credited against future amounts owed, by the Auditing Party within [***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Each Party will pay to the Requesting Party such additional payments within [***] (in any Sublicense agreement with its Sublicensee; provided, however, that such Sublicense agreement may provide that such audit [***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8.

Audit Rights. Upon [***] ([***]a) days prior notice from one party Duramed shall keep complete and accurate records of its Product Details and incentive compensation payments for the Products to sales representatives. (referred to as b) Kos shall keep complete and accurate records of the “Requesting Net Sales of the Products. (c) Each Party shall have the right, at such Party” in this Section 6.6.2)'s sole cost and expense, the other Party will permit, and will cause its Affiliates and Sublicensees to permit, through an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and accountant or like person reasonably acceptable to the other Party, upon execution of a confidentiality agreement, to examineexamine such records during regular business hours, at in a manner that does not unreasonably interfere with ongoing operations, upon reasonable written notice during the Requesting Party’s sole expenseTerm of this Agreement and for one (1) year after termination of this Agreement; provided, the relevant books however, that (i) such examination shall not take place more often than once per Year and shall not cover such records for more than that portion of the year in which the audit takes place and the two preceding years (other Party, its Affiliates and Sublicensees for than the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited period prior to the pertinent books Effective Date), and records for any Calendar Year ending not more than [***] ([***]ii) years before the date of the request. The accounting firm will be provided access such accountant shall report to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, Party only as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished or payments provided or made by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement. Any adjustments required as a result of overpayments or underpayments identified through a Party's exercise of audit rights shall be made by subtracting or adding, as appropriate, amounts from or to the next Royalty Payment in accordance with Section 4.1 or, if no further Royalty Payments are due, by payment to the Party owed such adjustment within thirty (30) days after identification of such adjustment. The Party requesting the audit shall bear the full cost and expense of the audit unless such audit correctly discloses that the discrepancy for the Year differs by more than **** from the amount the accountant determines is correct, in such case the owing Party shall pay the reasonable fees and expenses charged by the accountant. In addition, the Requesting owing Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to pay interest from the contrary, all reports original date due and financial information until payment on the amount of the underpayment or overpayment at a rate equal to *** and calculated from the date due until the payment date. In the event that a Party disputes an invoice or other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party payment obligation under this Section 6.6.2 will be deemed to be Agreement, such Party shall timely pay the amount of the invoice or other Party’s Confidential Information payment obligation that is not in dispute, and subject to the provisions of Parties shall resolve such dispute in accordance with Article 818.

Audit Rights. Upon [***] Each Party agrees to maintain accurate and complete books and records regarding its activities under this Agreement, including correspondence, instructions, invoices, receipts, quality assurance records, Specifications, Purchase Orders, raw materials and component procurement records, warehousing records and cost data, transportation records and cost data, other manufacturing cost records and data ([***]) days prior notice from one party (referred including calculations and supporting documentation for Actual Costs, whether or not deemed to as the “Requesting Party” in this Section 6.6.2be Sensitive Information), and similar documents and data relating to the manufacture, purchase and sale of Products from a Manufacturer to a Customer hereunder. Each Party agrees to keep such records in sufficient detail to enable the other Party will permit, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to the other Party, to examine, at the Requesting determine or verify such Party’s sole expensecompliance with this Agreement. Each Party will keep such records for a period of time as determined by its normal document retention policies, the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once but in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending event not more less than [***] ([***]) three years before after the date of the requesttransaction to which those records relate, or longer if required by Law. The accounting firm Notwithstanding the foregoing, before a Manufacturer destroys any records relating to the Products it has manufactured for its Customer, it must notify that Customer in writing and allow that Customer a reasonable opportunity to make copies of those records (other than records containing Sensitive Information) before they are destroyed. In addition to the visitation and inspection rights set forth in Section 2.2(b), during regular business hours and upon not less than five business days written notice, each Party will be provided access permit each other Party (and its representatives), at such other Party’s cost and expense, to such examine and audit all of the first Party’s books and records at the facility(ies) of the other Party, relating to its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party activities under this Agreement, in which case each case, to the Requesting Party’s obligations with respect extent necessary for the Party(ies) to such Confidential Information shall be make the foregoing determination and verification and subject to Article 8. If such accounting firm concludes that additional payments were due restrictions implemented in good faith to (a) ensure compliance with applicable Law, (b) preserve any applicable privilege (including the Requesting Partyattorney-client privilege), then the other Party will pay to the Requesting Party such additional payments within [***] or ([***]c) days of the date the other Party receives such accountant’s written report. Furthercomply with any applicable contractual confidentiality obligations; provided that, if the amount any Party is then in breach of such underpayments exceeds more than [***] percent ([***]%) any of the amount that was properly payable to the Requesting Partyits representations, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs warranties or covenants in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information (or one or more of the other Party or its Affiliates’ or Sublicensees which are provided has a reasonable basis to or subject to review by the Requesting Party under this Section 6.6.2 assert any such breach), then any such audit will be deemed to permitted upon 24 hours’ notice and if a breach is confirmed, the costs and expenses of the audit will be the other responsibility of the breaching Party; and, provided, further that, with respect to any audit that would involve the disclosure of a Party’s Confidential Information Sensitive Information, the other Party may only conduct such audit through (i) the group of individuals designated as permitted to receive such information pursuant to Section 4.3(a), or (ii) a legal representative or independent accountant who has agreed to (A) analyze such information solely for the purpose of advising the Parties with respect to compliance with this Agreement and subject (B) maintain the confidentiality of such information and not disclose it to any of the provisions of Article 8Parties.

Audit Rights. Upon [***] ([***]i) days prior notice from one party (referred Each Payee Party or its designee shall have the right to as the “Requesting Party” in this Section 6.6.2), the other Party will permit, and will cause appoint at its Affiliates and Sublicensees to permit, expense an independent certified public accounting firm accountant of nationally recognized standing selected by (the Requesting Party and “Accounting Firm”) reasonably acceptable to the other Party, Paying Party to examine, at the Requesting Party’s sole expense, inspect or audit the relevant books and records of the other Party, Paying Party and its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished any statement or report given by the other Paying Party in accordance with Section 6.6.1 or and that the amount of any payments by the Paying Party were correctly determined for any Calendar Year. In connection with the foregoing, each Paying Party under and its Affiliates 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 Payee Party (with not less than [ * ] advance written notice). Absent cause, (i) such inspection or audit right shall not be exercised by the Payee Party or its designee more than [ * ], and (ii) the Payee Party’s right to perform an audit pertaining to any [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Calendar Year shall expire [ * ]. The Payee Party may not audit the same Calendar Year more than [ * ]. If such Accounting Firm correctly identifies that the amount of any payment hereunder was underreported, the Paying Party shall promptly (but in any event no later than [ * ] after its receipt of the Accounting Firm’s report so concluding) make payment to the Payee Party of the underreported amount. If such Accounting Firm correctly identifies that the amount of any payment hereunder was overreported, the Paying Party may credit such amount against future amounts owed to the Payee Party hereunder. The Payee Party or its designee shall bear the full cost of an audit that it conducts pursuant to this AgreementSection 8.9(b) unless such audit discloses an underreporting by the Paying Party of more than [ * ] of the aggregate amount of the payments hereunder reportable in any Calendar Year, in which case the Requesting Paying Party shall reimburse the Payee Party for all costs incurred in connection with such inspection or audit, in addition to paying the underreported amount. (ii) The Accounting Firm will promptly advise the Parties simultaneously, upon its completion of an audit, whether or not the Paying Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Partyhereunder have been accurately recorded, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Furthercalculated, and reported, and, if not, the amount of such underpayments exceeds more than [***] percent ([***]%) discrepancy. The Paying Party is entitled to require the Accounting Firm to execute a reasonable confidentiality agreement with the Paying Party prior to commencing any such audit, which confidentiality agreement must be consistent with the terms of the amount that was properly payable this Agreement. The Accounting Firm shall provide a copy of its report and findings to the Requesting Paying Party. Upon the expiration of [ * ], then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection royalty calculations with the auditrespect to [ * ] shall be binding and conclusive upon both Parties. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this AgreementUnless an audit is [ * ], the Requesting Party Parties shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8[ * ].

Audit Rights. Upon Subject to the other terms of this Section 8.5.2 (Audit Rights), during the Term, at the request of a Party (the “Auditing Party”), which will not be made more frequently than [***] per Calendar Year, upon at least thirty ([***]30) days days’ prior written notice from one party (referred to as the “Requesting Auditing Party” in this Section 6.6.2), and at the expense of the Auditing Party, the other Party (the “Audited Party”) will permitpermit an independent, and will cause its Affiliates and Sublicensees to permit, an independent nationally-recognized certified public accounting firm of nationally recognized standing accountant selected by the Requesting Auditing Party and reasonably acceptable to the other Audited Party (the “Auditor”) to inspect, during regular business hours of the Audited Party, to examine, at the Requesting Party’s sole expense, the relevant books and records required to be maintained by the Audited Party under Section 8.5.1 (Records); provided that such audit right will not apply to records beyond [***] from the end of the Calendar Year to which they pertain and that records pertaining to 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 9 (Confidentiality) and limiting the disclosure and use of such information by such accountant to authorized representatives of the Parties and the purposes germane to Section 8.5 (Records; Audit Right). The Auditor will report to the Auditing Party 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 the Auditing Party. The Auditing Party will treat the results of the Auditor’s review of the Audited Party’s records as Confidential Information of the Audited Party subject to the terms of ARTICLE 9 (Confidentiality). In the event such audit leads to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party will, within [***] after receipt of such report from the Auditor and an invoice from the Auditing Party, its Affiliates and Sublicensees for pay any undisputed amount of the sole purpose discrepancy. The Auditing Party will pay the full cost of verifying the audit unless the underpayment of amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited due to the pertinent books and records for any Calendar Year ending not more Auditing Party is greater than [***] (of the amount due for the entire period being examined and such underpayment also exceeds [***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Audited Party will pay to the Requesting reasonable out-of-pocket cost charged by the Auditor for such review. Any undisputed overpayments by the Audited Party such additional payments revealed by an examination will be paid by the Auditing Party within [***] ([***]) days of the date the other Party receives such accountantAuditing Party’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) receipt of the amount applicable report and an invoice from the Audited Party. Each Party will use Commercially Reasonable Efforts to include substantially similar rights as set forth in this Section 8.5.2 (Audit Rights) in any subcontract with its subcontractors; provided, however, that was properly payable to the Requesting such subcontract may provide that such audit be conducted by such Party, then the other its Affiliate or an independent auditor designated by such Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable instead of by an independent auditor designated by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8.

Audit Rights. Upon [***] 12.1. The Parties acknowledge and accept that, due to the nature of the Service provided, a mutual audit right is required for each Party ([***]) days prior notice from one party (referred to as the “Requesting Auditing Party” in this Section 6.6.2), the other Party will permit, ”) to be able to verify and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to the other Party, to examine, at the Requesting Party’s sole expense, the relevant books and records of the other Party, its Affiliates and Sublicensees for the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] ([***]) years before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) of the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose monitor the other Party’s compliance with its material obligations under the Agreement (the “Audited Party”). The following provisions of this clause 12 are to give effect to that requirement. 12.2. Upon receipt of the Auditing Party’s reasonable request, the Audited Party shall provide the Auditing Party with any documentation or records which are reasonably required to enable the Auditing Party to verify and monitor the Audited Party’s compliance with its obligations under the Agreement. Such information and records may be redacted to remove Confidential Information not relevant to the Requesting request. 12.3. All information and records shall be provided without undue delay and where possible within 14 days of receipt of such request. The Audited Party shall also notify the Auditing Party of the name of the person within its organisation who will act as the point of contact for provision of the information required. 12.4. Subject to clauses 12.5 to 12.7 where, in the reasonable opinion of the Auditing Party, except such documentation is not sufficient to demonstrate compliance or to meet the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Auditing Party’s obligations with respect to such Confidential Information shall be subject a regulatory body (and in GBG’s case to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Partya Data Supplier), then the other Auditing Party will pay be entitled, upon reasonable prior written notice and upon reasonable grounds, to the Requesting Party such additional payments within [***] ([***]) days conduct an on-site audit of the date Audited Party’s premises or to appoint a third party auditor to conduct an on-site audit for the other Party receives such accountantpurposes of investigating the Audited Party’s written reportcompliance with its obligations under the Agreement. 12.5. Further, if the amount of such underpayments exceeds Audits shall not be carried out on more than [***] percent ([***]%) one occasion per year of the amount Agreement unless the Auditing Party reasonably believes that was properly payable the Audited Party is in material breach of the Agreement or unless the Auditing Party is required to do so by any regulatory body with competent jurisdiction (and in GBG’s case, by a Data Supplier). The Auditing Party or its auditor may be accompanied by representatives of any such regulatory body (or in GBG’s case a Data Supplier) in respect of any such audit imposed on the Requesting Audited Party. 12.6. All audits will be conducted in a manner that does not materially disrupt, delay or interfere with the Audited Party’s performance of its business and shall be carried out at the expense of the Auditing Party. Should the audit reveal a material breach of the Agreement by the Audited Party, then the other Audited Party will shall reimburse the Requesting Auditing Party for the Requesting Party’s reasonable documented out-of-pocket costs full cost of the audit. 12.7. The Audited Party shall provide the Auditing Party (or any third party auditor as relevant) with reasonable, supervised access to its premises, employees, computers, IT systems and records as required for the purpose of any such audit 13.1. If a dispute arises out of or in connection with the audit. If such accounting firm concludes that Agreement or the other performance, validity or enforceability of it (a “Dispute”) then the Parties shall follow the procedure set out in this clause 13, specifically: (a) either Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made shall give to the other Party under this Agreementwritten notice of the Dispute, setting out its nature and full particulars (a “Dispute Notice”), together with relevant supporting documents. On receipt of the Dispute Notice, authorised representatives of GBG and the Customer shall attempt in good faith to resolve the Dispute; (b) if the authorised representatives of GBG and the Customer are for any reason unable to resolve the Dispute within 10 Business Days of receipt of the Dispute Notice, the Requesting Party Dispute shall promptly repay be escalated appropriately in the circumstances within GBG and the Customer in an attempt in good faith to resolve the matter; and (c) if, following escalation of the Dispute as described in (b), GBG and the Customer are for any reason unable to resolve the Dispute within 30 Business Days of it being escalated, then the Parties will attempt to settle it by way of mediation. Should the Parties fail to reach a settlement within 25 Business Days from the date of engaging in such overpaymentmediation, the Parties shall be entitled to refer the Dispute to the courts of England and Wales in accordance with clause 20.2 of the Agreement. 13.2. Notwithstanding clause 13 above, the Parties shall be entitled to seek injunctive or other equitable relief at any provision point should that Party deem it necessary to protect the legitimate business interests of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other that Party’s Confidential Information and subject to the provisions of Article 8.

Audit Rights. Upon [***] ([***]) days prior notice from one party (referred 28.1.1 Subject to the restrictions set forth in Article XX and except as the “Requesting Party” may be otherwise specifically provided in this Section 6.6.2)Agreement, the other a Party will permit, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to (“Auditing Party”) may audit the other Party's (“Audited Party”) books, to examinerecords, at data and other documents, as provided herein, once each Contract Year for the Requesting purpose(s) of: (i) evaluating the accuracy of Audited Party's billing and invoicing, and (ii) verification of compliance with any provision of this Agreement that affects the accuracy of Auditing Party’s sole expense, the relevant books billing and records invoicing of the other Party, its Affiliates and Sublicensees for services provided to Audited Party hereunder. The scope of the sole purpose of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will shall be limited to the pertinent books services provided and records purchased by the Parties and the associated charges, books, records, data and other documents relating thereto for any Calendar Year ending not more than [***] the period which is the shorter of: ([***]i) years before the period subsequent to the last day of the period covered by the Audit which was last performed (or if no audit has been performed, the Effective Date), and (ii) the twenty-four (24) month period immediately preceding the date the Audited Party received notice of such requested audit. Such audit shall begin no fewer than thirty (30) days after Audited Party receives a written notice requesting an audit and shall be completed no later than thirty (30) days after the requeststart of such audit. The accounting firm will Such audit shall be provided access conducted either by the Auditing Party’s employees or by an independent auditor acceptable to such books both Parties; provided, however, if the Audited Party requests that an independent auditor be engaged, the Parties shall select an auditor by the thirtieth (30th) day following Audited Party's receipt of a written audit notice, and records at the facility(iesAudited Party shall pay one-quarter (1/4) of the other independent auditor’s fees and expenses. Such audit shall begin on or before the later of: (i) thirtieth (30th) day after Audited Party receives a written notice requesting an audit, or (ii) the fifteenth (15th) day after the Parties have selected an auditor. If an independent auditor is used, Auditing Party shall cause the independent auditor to execute a nondisclosure agreement in a form agreed upon by the Parties. Notwithstanding the foregoing, an Auditing Party may audit Audited Party’s books, its Affiliates records and documents more than once during any Contract Year if the previous audit found: (i) previously uncorrected net variances or Sublicenseeserrors in invoices in Audited Party’s favor wit h an aggregate value of at least two percent (2%) of the amounts payable by Auditing Party for audited services provided during the period covered by the audit, as applicable, where such books or (ii) non-compliance by Auditing Party with any provision of this Agreement affecting Auditing Party’s billing and records are normally kept and such examination will invoicing of services provided to Audited Party with an aggregate value of at least 5% of the amounts payable by Audited Party for audited services provided during the period covered by the audit. 28.1.2 Each audit shall be conducted conduc ▇▇▇ on the premises of Audited Party during normal business hours. The other Audited Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before shall cooperate fully in any such audit, providing the accounting firm with auditor reasonable access to facilities or recordsany and all appropriate Audited Party employees and books, records and other documents reasonably necessary to assess the accuracy of Audited Party's bills. Upon completion If the Audited Party requests an independent auditor, the Auditing Party shall not have access to the data of the auditAudited Party, but shall rely upon summary results provided by the accounting firm will provide both Parties a written report disclosing independent auditor. Audited Party may redact from the books, records and other documents provided to any discrepancies with auditor any confidential Audited Party information that reveals the specific details concerning any such discrepanciesidentity of other Customers of Audited Party. Such accounting firm Each Party shall not disclose the other Party’s Confidential Information maintain reports, records and data relevant to the Requesting Partybilling of any services that are the subject matter of this Agreement for a period of not less than twenty-four (24) months after creation thereof, except to unless a longer period is required by Applicable Law. 28.1.3 If any audit confirms any undercharge or overcharge, then Audited Party shall: (i) for any overpayment, promptly correct any billing error, including making refund of any overpayment by Auditing Party in the extent such disclosure is necessary to verify form of a credit on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreementaudit results, in which case the Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that additional payments were due to the Requesting Party, then the other Party will pay to the Requesting Party such additional payments within [***] ([***]) days of the date the other Party receives such accountant’s written report. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the Requesting Party, then the other Party will reimburse the Requesting Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 8.and

Audit Rights. Upon Each Party shall keep and maintain for at least […***…] complete and accurate records in sufficient detail to allow confirmation of any payment calculations made hereunder. Upon the written request of a Party ([***]“Auditing Party”) days prior notice from one party (referred to as the “Requesting Party” and not more than once in this Section 6.6.2)each Calendar Year, the other Party will permit, and will cause its Affiliates and Sublicensees to permit, (“Audited Party”) shall permit an independent certified public accounting firm of nationally internationally-recognized standing standing, selected by the Requesting Auditing Party (provided that the Auditing Party shall not without the Audited Party’s prior written consent select the same public accounting firm that conducts the Auditing Party’s annual financial statement audit) and reasonably acceptable to the other Audited Party, to examine, at the Requesting Auditing Party’s sole expense, to have access, with not less than […***…] notice, during normal business hours, to the relevant books and records of the other Party, Audited Party and its Affiliates and Sublicensees for as may be reasonably necessary to verify the sole purpose accuracy of verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Requesting Party under this Section 6.6.2 will occur not more than once in any Calendar Year and will be limited to the pertinent books and records hereunder for any Calendar Year year ending not more than […***…] ([***]) years before prior to the date of the such request. The accounting firm will be provided access instructed to such books provide its audit report first to the Audited Party, and records at the facility(ies) will be further instructed to redact any Confidential Information of the other Audited Party not relevant to verifying the accuracy of payments prior to providing that audit report to the Auditing Party. The accounting firm’s audit report shall state whether the applicable report(s) is/are correct or not, its Affiliates or Sublicenseesand, as if applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the No other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the amount of payments by any Party under this Agreement, in which case the Requesting Party’s obligations with respect to such Confidential Information information shall be subject to Article 8shared. If such accounting firm concludes that additional payments monies were due owed by the Audited Party to the Requesting Partyother, then the other Audited Party will shall pay to the Requesting Party such additional payments monies within […***…] ([***]) days of the date the other Audited Party receives such accountantaccounting firm’s written reportreport so concluding. Further, The fees charged by such accounting firm shall be paid by the Auditing Party; provided if an error in favor of the amount Auditing Party of such underpayments exceeds more than […***…] percent ([***]%) of the amount that was properly payable to the Requesting Partyis discovered, then the Audited Party shall pay the reasonable fees and expenses charged by such accounting firm. Any audit reports provided hereunder shall be the Confidential Information of the Audited Party. ▇▇▇▇▇▇ shall either: (a) require each of its Affiliates and other Party will reimburse Sublicensees to maintain similar books and records and to open such records for inspection to the Requesting accounting firm in the manner paralleling that set forth in this Section 8.5, or (b) obtain such audit rights from its Affiliates and other Sublicensee for itself and exercise such audit rights on behalf of Sucampo upon Sucampo’s request and disclose the results thereof to Sucampo. In either case Sucampo shall be deemed the Auditing Party, and such Sublicensee the Audited Party for the Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such accounting firm concludes that the other Party overpaid any payments to the Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision purposes of this Agreement to the contrary, all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 6.6.2 will be deemed to be the other Party’s Confidential Information and subject to the provisions of Article 88.5.