Common use of Audits Clause in Contracts

Audits. (a) Each Party may, upon request and at its expense (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. DRL may have a nationally recognized, independent certified public accountant access and examine during normal business hours, and upon at least thirty (30) days’ prior written notice, those records of Journey (and its Affiliates and Sublicensees, as applicable) retained pursuant to Section 7.12 as may be reasonably necessary to determine, with respect to any Calendar Year ending not more than three (3) years before such request, the correctness or completeness of any report or payment made under this Agreement. If the audit report concludes that (a) Each Party mayadditional amounts were owed by Journey, upon request and at its expense (except as provided for herein)then Journey shall pay the additional amounts, cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each excess payments were made by Journey, then DRL shall promptly issue a written credit for such excess payments which shall be applied to future payments, in either case ((a) or (b)), within forty-five (45) days after the date on which such audit report is delivered to both Parties. DRL shall bear the full cost of the Auditee’s books and records: performance of any such audit, unless such audit, which covers the entire Calendar Year, discloses a variance to the detriment of DRL that is the greater of (i) the Auditee may be audited only [**], *] (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determineddetermined by the independent certified public accountant owed to DRL by Journey during such Calendar Year, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within (ii) [***] days after receiving appropriate invoices ($[***]), in each of which cases ((i) and other support for (ii)), Journey shall bear the full cost of the performance of such audit. The results of such audit will be binding on the Parties, absent manifest error. No such audit shall cover a Calendar Year(s) that has/have been previously audited. No audit will begin until Journey and the certified public accountant have entered into a suitable non-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to disclosure agreement and all information disclosed by Journey in such an audit in any given year will remain Confidential Information of Journey under this Agreement, provided, however, the results of audit shall be referred deemed the Confidential Information of both Parties and provided to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holderboth Parties by such auditor.”

Audits. (a) Each Party mayLilly will keep and maintain (and to the extent applicable, upon request will cause its Affiliates, and at their respective Sublicensees, distributors, assignees and transferees to keep and maintain) proper and complete records and books of account in such form and detail as is necessary for the determination of the amounts payable by Lilly (on behalf of itself and its expense (except as provided for herein)Affiliates and their respective Sublicensees, cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection)distributors, (the “Audit Team”assignees and transferees) to audit during ordinary business hours ▇▇▇▇▇▇▇▇▇ under this Agreement and for the books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms purposes of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect Upon the written request of ▇▇▇▇▇▇▇▇▇ and not more than once in each audit Calendar Year, Lilly shall permit an independent certified public accounting firm of nationally recognized standing selected by ▇▇▇▇▇▇▇▇▇ and reasonably acceptable to Lilly, at ▇▇▇▇▇▇▇▇▇’▇ expense, to have access during normal business hours to such of the Auditee’s books and records: (i) the Auditee records of Lilly as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than thirty-six (36) months prior to the date of such request. Any given period may not be audited more than once. ▇▇▇▇▇▇▇▇▇ may consider in good faith, at its sole discretion and choice, the use of Lilly’s then current external auditor to perform such audit. The accounting firm shall disclose to ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to ▇▇▇▇▇▇▇▇▇. This right to audit shall remain in effect throughout the life of this Agreement and for a period of three (3) years after the termination of this Agreement. (c) If such accounting firm identifies a discrepancy made during such period, the appropriate Party shall pay the other Party the amount of the discrepancy within thirty (30) days of the date ▇▇▇▇▇▇▇▇▇ delivers to Lilly 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 ▇▇▇▇▇▇▇▇▇ unless the underpayment exceeded the greater of [**] of the amount owed by Lilly to ▇▇▇▇▇▇▇▇▇ for such Calendar Year or ii) [**], (ii) no records for any given year for an Auditee may in which case, the expense of the audit shall be audited more than [**]; provided that borne by Lilly. Lilly shall pay interest on the Auditee’s records amounts owed to ▇▇▇▇▇▇▇▇▇, said interest shall still be made available if such records impact another financial year which is calculated as being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to greater than the Calendar Year in which U.S. commercial prime rate as published by the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, Wall Street Journal on the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates date of the audit not less than [**] days prior first discrepancy identified in the audit, and shall accrue from the date payments should have been made. In addition, Lilly shall pay to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access ▇▇▇▇▇▇▇▇▇ any monetary penalties and/or interest incurred by ▇▇▇▇▇▇▇▇▇ pursuant to the applicable books and records and otherwise reasonably cooperate with such auditThird Party Agreements, wherein said monetary penalties and/or interest are incurred due to underpayments by Lilly. (d) The audit report and basis for any determination Lilly shall include in each sublicense granted by an Audit Team shall be made available first for review and comment by it pursuant to this Agreement a provision requiring the Auditee, and the Auditee shall have the right, at its expenseSublicensee to make reports to Lilly, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee keep and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business maintain records of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be sales made pursuant to such sublicense and to grant access to such records by ▇▇▇▇▇▇▇▇▇’ independent accountant to the terms same extent required of Lilly under this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging ▇▇▇▇▇▇▇▇▇ shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party treat all financial information subject to review in accordance with the Article 10 of this Agreement, and shall cause its accounting firm to enter into an audit acceptable confidentiality agreement with Lilly or its Related Parties obligating it to retain all such information in any given year will be referred confidence pursuant to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holdersuch confidentiality agreement.”

Audits. (a) Each Party may, upon request and at its expense (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee Kadmon shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed own expense and no more than [once per year (except for cause), to have an independent, certified public accountant, selected by Kadmon and reasonably acceptable to Jinghua, review all records maintained in accordance with Section 7.10 upon reasonable notice and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments required and made under this Agreement within the prior **] * month period. No quarter may be audited more than one time. Jinghua shall receive a copy of each audit report promptly from Kadmon. Should the inspection lead to the discovery of a discrepancy to Kadmon’s detriment, Jinghua shall pay the amount of the discrepancy in Kadmon’s favor plus interest accrued, compounded semi-annually from the day the relevant payment(s) were due, within *** days after being notified thereof. Kadmon shall pay the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business full cost of the Auditee except that inspection unless the discrepancy is greater than ***, in which should properly have been contained case Jinghua shall pay to Kadmon the actual cost charged by such accountant for such inspection. If such audit shows a discrepancy in any report required hereunder CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION Jinghua’s favor, then Jinghua may credit the amount of such discrepancy against subsequent amounts owed to Kadmon, or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of if no further amounts are owed under this Agreement. (e) If , then Kadmon shall pay Jinghua the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to amount of the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with discrepancy without interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] * days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costsbeing notified thereof. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party mayZai shall keep, upon request and at shall require its expense Affiliates and Sublicensees to keep (except as provided for hereinall in accordance with the GAAP), cause an internationally recognized independent accounting firm selected by it (except one to whom for a period not less than […***…] years from the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records end of the other Party Calendar Year to which they pertain, complete and the correctness of accurate records in sufficient detail to properly reflect Net Sales and to enable any payment made or required Milestone Payment payable hereunder to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XIdetermined. (b) In respect Upon the written request of each audit TPTX, Zai shall permit, and shall cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by TPTX and reasonably acceptable to Zai, at TPTX’s expense, to have access during normal business hours to such records of Zai or its Affiliates as may be reasonably necessary to verify the accuracy of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records payments hereunder for any given year for an Auditee may be audited Calendar Year ending not more than […***…]; . These rights with respect to any Calendar Year shall […***…] end of any such Calendar Year and shall be limited to once each Calendar Year (provided that the Auditeeforegoing frequency limit shall not apply if TPTX has cause). TPTX shall provide Zai with a copy of the accounting firm’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the written report […***…]. If such accounting firm concludes that an underpayment was made, then Zai shall pay the amount due within […***…] Calendar Years prior days of the date TPTX delivers to Zai such accounting firm’s written report so concluding. If such accounting firm concludes that an overpayment was made, then such overpayment shall be credited against any future payment due to TPTX hereunder (if there is no future payment due, then TPTX shall promptly refund such overpayment to Zai). TPTX shall bear the Calendar Year full cost of such audit unless such audit discloses that the additional payment payable by Zai for the audited period is more than […***…] of the amount otherwise paid for that audited period, in which case Zai shall pay the audit request is madereasonable fees and expenses charged by the accounting firm. (c) In order TPTX shall treat all financial information subject to initiate an audit for review under this Section 9.6 in accordance with the confidentiality provisions of ARTICLE 10, and, prior to commencing such audit, shall cause its accounting firm to enter into a particular Calendar Yearconfidentiality agreement with Zai obligating it to treat all such financial information in confidence pursuant to such confidentiality provisions. Such accounting firm shall not disclose Zai’s Confidential Information to TPTX, the Audit Rights Holder must provide written notice except to the Auditee. The Audit Rights Holder exercising its audit rights shall provide extent such disclosure is necessary to verify the Auditee with notice of [**] proposed dates accuracy of the audit not less than [**] days prior financial reports furnished by Zai or the amount of payments to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such auditor by Zai under this Agreement. (d) The audit report and basis for Zai shall include in each relevant sublicense granted by it a provision requiring any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, Sublicensee to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business maintain records of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be sales of Products made pursuant to such sublicense, and to grant access to such records by an accounting firm to the same extent and under the same obligations as required of Zai under this Agreement. TPTX shall advise Zai in advance of each audit of any such Sublicensee with respect to the Net Sales of the Products either by TPTX or its designated auditor under the terms of this Agreement. (e) If such Sublicensee agreement. TPTX shall provide Zai with a summary of the results received from the audit shows any under-reporting or underpaymentand, or overcharging by any Partyif Zai so requests, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving a copy of the audit report. FurtherTPTX shall pay the full costs charged by the accounting firm, if unless the audit discloses that the additional payments payable to TPTX for an annual the audited period shows an under-reporting or underpayment or an overcharge by any Party is more than […***…] from the amounts otherwise paid for that period audited period, in excess of [**] percent ([**]%) of which case Zai shall pay the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit reasonable fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costsexpenses charged by the accounting firm. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party may, upon request and at its expense (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one 13.1 Subject to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to restrictions regarding Proprietary Information set forth in this Agreement, a Party (Auditing Party) may audit the Audit Team shall enter into an appropriate confidentiality agreement with other Party's (Audited Party) books, records, data and other documents, as provided herein, two (2) times each Contract Year for the Auditee obligating purpose of evaluating the Audit Team to be bound by obligations accuracy of confidentiality Audited Party's billing and restrictions invoicing. For purposes of this Section 13.1, “Contract Year” means a twelve (12) month period during the term of the Agreement commencing on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XIEffective Date and each anniversary thereof. (b) In respect 13.2 The scope of each any audit under this Section shall be limited to the services provided and purchased by the Parties and the associated charges, books, records, data and other documents relating thereto for the period which is the shorter of the Auditee’s books and records: (i) the Auditee may be audited only [**]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) no records the twelve (12) month period immediately preceding the date the Audited Party received notice of such requested audit. Any audit under this Section shall be for any given year for an Auditee may be audited more than [**]; the purpose of evaluating (i) the accuracy of Audited Party’s billing and invoicing of the services provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, hereunder and (iiiii) verification of compliance with any provision of this Agreement that affects the Audit Rights Holder accuracy of Auditing Party's billing and invoicing of the services provided to Audited Party hereunder. Except as otherwise agreed upon by the Parties, such audit shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. begin no fewer than thirty (c30) In order to initiate days after Audited Party receives a written notice requesting an audit for a particular Calendar Year, and shall be completed no later than forty-five (45) calendar days after the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice start of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The 13.3 As mutually agreed upon by the Parties, such audit report and basis for any determination by an Audit Team shall be made available first for review and comment conducted by one (1) or more independent auditor(s). The Parties shall select such auditor(s) by the Auditeethirtieth day following Audited Party's receipt of a written audit notice. The Auditing Party shall cause the independent auditor(s) to execute a nondisclosure agreement in a form consistent with the Confidentiality requirements set forth below. Notwithstanding the foregoing, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team an Auditing Party may audit as to matters which the Auditee disputes (to be completed no provided herein not more than [**] days after two (2) times during any Contract Year with a non-auditing period not to exceed twelve months if (i) the first determination is provided to such Auditee previous audit found previously uncorrected net variances or errors in invoices in Audited Party’s favor with an aggregate value of at least one and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any underone-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] half percent ([**]1 1/2%) of the amounts properly determinedpayable by Auditing Party for audited services provided during the period covered by the audit. or (ii) non-compliance by Audited Party with any provision of this Agreement affecting Auditing Party's billing and invoicing of the services provided to Audited Party with an aggregate value of at least five percent (5%) of the amounts payable by Audited Party for audited services provided during the period covered by the audit. 13.4 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 underpaying 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, but shall rely upon summary results provided by the auditor. Audited Party may redact from the books, records and 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. 13.5 If any audit confirms any undercharge or overcharging 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 first full billing cycle after the Parties have agreed upon the accuracy of the 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 (compounded daily) that may be charged under Applicable Law, 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, MCIm shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, not be liable for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, any Underbilled Charges for which reimbursement shall be made Customer Usage Data was not furnished by SBC ILLINOIS to MCIm within [**] days after receiving appropriate invoices and other support for such audit-related costs. six (f6) For the purposes months of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holderdate such usage was incurred.”

Audits. (a) Each Party mayLilly will have the right, upon request and at its expense (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary regular business hours the and upon reasonable advance notice, to have such books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth Magen described in Article XI. (b) In respect of each audit of the Auditee’s books and records: (i) the Auditee may be Section 4.4 audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary per calendar year so as to verify the payments required accuracy of the information previously reported to Lilly under Section 4.4. Any such audit shall be conducted by an independent certified public accounting firm of national standing selected by Lilly and approved by Magen (which firm may be Magen’s independent certified public accounting firm), such approval not to be made pursuant unreasonably withheld. Such audit may cover the period back to the terms beginning of this two (2) full calendar years preceding the date of the request for such audit and may not cover any prior period. Lilly may audit a given period of sales [*]. Such audit right shall continue for [*] ([*]) calendar years following expiration or termination of the Agreement. (e) If . Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by [*]; however, if as a result of such audit the Parties agree that the actual amount of royalties owed to Lilly, for the period audited, is more than the amount of royalties paid by Magen for the period that is the subject of the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within greater than [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of such amount owed, then the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes cost of the audit rights described herein, an individual Party subject to will be borne by Magen. Within [*] ([*]) days after both Parties have received a copy of an audit in any given year report, Magen or Lilly, as appropriate, will be referred to as the “Auditee” and compensate the other Party who has certain for payment errors or omissions revealed by the audit. Magen will include in all sublicenses granted in accordance herewith, and respective rights any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Licensed Product and granting Lilly the right to have an independent public accounting firm audit the accuracy of the Auditee will be referred to as information reported by the “Audit Rights Holdersublicensee in connection therewith.”

Audits. (a) Each Party may, upon request and at its expense (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one to whom The Members shall have the Auditee has a reasonable objection), (the “Audit Team”) right to audit during ordinary business hours the books costs charged to any Company Group Member’s accounts and other accounting records of the other Party and the correctness of maintained for any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of Company Group Member under this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of Upon not less than sixty (60) days’ prior written notice to the Company, any Member shall have the right to audit each audit of the AuditeeCompany Group Member’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year Calendar Year within the twenty four (24) month period following the end of such Calendar Year. Each Member must provide the Company a written notice of any claims for an Auditee may all discrepancies disclosed by said audit within such twenty four (24) month period. The cost of each such audit shall be audited more than [**]; provided that borne by the Auditee’s records Member(s) requesting the audit. Any such audit shall still be made available if such records impact another financial year which is being audited, conducted in a manner designed to result in a minimum of inconvenience and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior disruption to the operations of the Company Group Members. Where there are two (2) or more Members requesting an audit covering the same Calendar Year in which Year, such Members shall make every reasonable effort to conduct joint or simultaneous audits. Unless otherwise mutually agreed, any audit shall be conducted at the audit request is madeprincipal office of the Company. (c) In order to initiate The Member requesting an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days may request information prior to the first proposed date. The Auditee will reasonably accommodate commencement of the scheduling of such audit, and the Company shall, to the extent available, provide the information requested as soon as practical in order to facilitate the forthcoming audit. The Auditee shall provide such Audit Team(s) with full and complete access Company will, to the applicable books and records and otherwise reasonably cooperate with such auditextent practicable, provide the information in electronic format or hard copy within thirty (30) days after the written request. The information requested shall be limited to that normally used for pre-audit work. (d) The Any information obtained by a Member in connection with the conduct of an audit report and basis for any determination by an Audit Team (whether related solely to the Company Group Members or otherwise) shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited subject to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms confidentiality provisions of this Agreement. (e) If At the conclusion of each audit, the Members shall endeavor to settle outstanding matters expeditiously. To this end, the Member(s) requesting the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported will make a reasonable effort to prepare and distribute a written report to the Audit Rights Holder Company and the underpaying or overcharging Party other Members as soon as reasonably practicable and in any event within ninety (90) days after the conclusion of each audit. The report shall remit include all claims arising from such underpayment or reimburse such overcompensation (audit together with interest at the rate set forth in Section 9.13) comments pertinent to the underpaid or overcharged Party within [**] operation of the accounts and records. The Company shall make a reasonable effort to reply to the report in writing as soon as possible and in any event no later than ninety (90) days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) delivery of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costsreport. (f) For the purposes of the audit rights described herein, an individual Party subject to All adjustments resulting from an audit in any given year will be referred to as agreed between the “Auditee” Company and the other Party who has certain and respective rights to Member(s) requesting an audit shall be reflected promptly in the Company’s books and records and reported to the Members. If any dispute shall arise in connection with an audit, it shall be reported to and discussed by the Management Board within sixty (60) days. If no settlement can be reached by the parties to the dispute within one hundred twenty (120) days after report to the Management Board, and, unless otherwise agreed by the parties to the dispute, the provisions of the Auditee will be referred to as the “Audit Rights HolderSection 15.2 shall apply.”

Audits. (a) Each Party mayAt any given point in time, upon request QUARK will have on file and at will require its expense (except as provided Affiliates and Sublicensees to have on file complete and accurate records containing all data necessary for herein), cause an internationally recognized independent accounting firm selected the calculation of the amounts payable by it (except one to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work ALNYLAM pursuant to this Agreement. Such records and books of account shall be kept for [ * ] following the end of the calendar year to which they relate. ALNYLAM will have the right, [ * ] during each [ * ] period, to retain at its own expense an independent qualified certified public accountant reasonably acceptable to QUARK to review such records upon reasonable notice during regular business hours, subject to the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations terms set forth in Article XIthis Agreement. If the audit demonstrates that the payments owed under this Agreement have been understated, QUARK will pay the balance to ALNYLAM together with interest on such amounts from the date on which such payment obligation accrued at a rate equal to [ * ] If the underpayment is greater than [ * ] of the amount owed, then QUARK will reimburse ALNYLAM for its reasonable out-of-pocket costs of the audit. If the audit demonstrates that the payments owed under this Agreement have been overstated, ALNYLAM will credit the balance against the next payment due from QUARK (without interest). (b) In respect QUARK shall require that the terms of each audit any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of the AuditeeCRT Agreement governing ALNYLAM’s books rights under the ALNYLAM Patent Rights-CRT, including without limitation, all obligations with respect to maintenance of records and records: audit rights. ALNYLAM will provide QUARK in a timely manner with a true and complete copy (isubject to redaction of financial and other information not material to ALNYLAM’s ability to sublicense rights licensed thereunder to QUARK under this Agreement) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if of all such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is madein-licenses. (c) In order QUARK shall use reasonable efforts to initiate an audit for a particular Calendar Year, allow CRT the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete same access to the applicable QUARK’s books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, as it has to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the ALNYLAM’s books and records of under the Auditee will be referred to as the “Audit Rights HolderCRT Agreement.”

Audits. Upon the written request of Hanmi, Kinex shall permit an independent certified public accounting firm of recognized standing, selected by Hanmi and acceptable by Kinex (a) Each Party may, upon request provided that such accounting firm shall not be retained or compensated on a contingency basis and at its expense (except as provided for hereinshall have entered into a confidentiality agreement with Hanmi in the form and substance reasonably satisfactory to Kinex), cause an internationally recognized independent to have access not more than once in any Calendar Year, during normal business hours, to such of the records of Kinex as may be reasonably necessary to verify the accuracy of the reports under Section 4.3 hereof for any year ending not more than twenty four (24) months prior to the date of such request. The accounting firm selected shall disclose to Hanmi whether the reports are correct or incorrect, the specific details concerning any discrepancies (including the accuracy of the calculation of Net Profits and the resulting effect of such calculations on the amounts payable by it (except one to whom the Auditee has Kinex under this Agreement) and such other information that should properly be contained in a reasonable objection), report required under this Agreement (the “Audit TeamReport”). (a) to audit If such accounting firm concludes that additional amounts were owed during ordinary business hours such year, and Kinex agrees with such conclusion, then Kinex shall pay the books and records additional payments, together with interest at the Prime Rate on the amount of such additional payments, within thirty (30) days of the other date Hanmi delivers the Audit Report to Kinex. In the event that Kinex disagrees with the accounting firm’s conclusion, Kinex shall not have the obligation to make any additional payments to Hanmi until there is a mutual agreement of the Parties regarding the amount owed by Kinex. For the avoidance of doubt, Kinex is not obligated to pay any interest for the period during which the Parties were in dispute of the accounting firm’s conclusion and amount owed thereunder. In the event such accounting firm concludes that amounts were overpaid by Kinex during such period, Hanmi shall repay Kinex the amount of such overpayment, together with interest at the Prime Rate on the amount of such overpayment, within thirty (30) days of the date the auditing Party and delivers to the correctness of any payment made or required to be made to or audited Party such accounting firm’s Audit Report. The fees charged by such Partyaccounting firm shall be paid by Hanmi, provided, however, that if an error in favor of the Hanmi of more than five percent (5%) of the payments due hereunder for the period being reviewed is discovered, then the fees and any report underlying such payment (or lack thereof), pursuant to expenses of the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team accounting firm shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound paid by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XIKinex. (b) In respect Upon the expiration of each audit twenty four (24) months following the end of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be which Kinex or Hanmi has made available if payment in full of amounts payable with respect to such records impact another financial year which is being auditedyear, and (iii) in the Audit Rights Holder shall only be entitled to audit books and records absence of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for negligence or willful misconduct of Kinex or Hanmi or a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination contrary finding by an Audit Team accounting firm pursuant to Section 4.5(a), such calculation shall be made available first for review binding and comment by the Auditeeconclusive upon Kinex or Hanmi, and the Auditee shall have the rightKinex or Hanmi, at its expenseas applicable, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported released from any liability or accountability with respect to the Audit Rights Holder and the underpaying royalties or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support payments for such audit-related costsyear. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. CLIENT and Novartis shall have audit rights with respect to VCS’ records described in this Section 4.6(b). i. CLIENT or Novartis (ain such capacity, the “Audit Rights Holder”) Each Party may, upon request and at its expense (except as provided for herein), cause an internationally internationally-recognized independent accounting firm selected by it (except it, other than one to whom VCS (in such capacity, the Auditee “Auditee”) has a reasonable objection), objection (the “Audit Team”) ), to audit (at CLIENT’s or Novartis’ sole cost and expense, except as otherwise set forth in subsection (v) below) during ordinary business hours the books and records of the other Party Auditee and the correctness of any payment made or required to be made to or by such PartyAuditee, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XIAuditee. (b) ii. In respect of each audit of the Auditee’s books and records: (i) the Auditee may only be audited only [**]once per calendar year, unless a prior audit reveals any material discrepancy, in which case, more frequent audits will be permitted; (ii) no records for any given year for an Auditee Agreement Year may be audited more than [**]once for the same purpose, unless a prior audit reveals any material discrepancy, in which case, more frequent audits will be permitted; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an the Auditee from the [**] Calendar three (3) Agreement Years prior to the Calendar Agreement Year in which the audit request is made. (c) iii. In order to initiate an audit for a particular Calendar Agreement Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] one or more proposed dates of the audit not less than [**] 30 calendar days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) iv. The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] 30 calendar days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose If the parties disagree as to such further determination, the Audit Rights Holder any information relating and the Auditee shall mutually select an internationally-recognized independent accounting firm that shall make a final determination as to the business of remaining matters in dispute that shall be binding upon the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreementparties. (e) v. If the audit shows any under-reporting or underpayment, or overcharging by any Partyparty, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party party within [**] * calendar days after of receiving the audit report. Further, if the audit for an annual period Agreement Year shows an under-reporting or underpayment or an overcharge by any Party party for that period in excess of [**] * percent ([**]*%) of the amounts properly determined, the underpaying or overcharging Partyparty, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the auditparty, for its respective audit fees and reasonable Outout-of-Pocket Costs pocket expenses in connection with said audit, which reimbursement shall be made within [**] * calendar days after of receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each In respect to any fees a Party mayhas paid to the other Party, upon it may audit the other Party to verify that the accuracy of such payments according to the procedure described in this Section 7.4. 7.4.1 Upon the written request and at its expense (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has of a reasonable objection), Party (the “Audit TeamAuditing Party”) and not more than once in each Calendar Year the other Party (the “Audited Party”) shall permit an independent certified public accounting firm of internationally recognized standing selected by the Auditing Party and reasonably acceptable to audit the Audited Party, at the Auditing Party’s expense, to have access during ordinary normal business hours to such of the books and records of the other Audited Party and as may be reasonably necessary to verify the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit accuracy of the Auditee’s books reports and records: (i) the Auditee may be audited only [**], (ii) no records payments made hereunder for any given year for an Auditee may be audited Calendar Year ending not more than [**]; *] prior to the date of such request. The accounting firm shall disclose to the Auditing Party only whether the reports and payments are correct or incorrect and the amount of any discrepancy. No other information shall be provided that to the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the Audited Party. [***] Calendar Years prior Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the Calendar Year in which the audit request is madeomitted portions. (c) In order to initiate 7.4.2 If such accounting firm correctly identifies an audit for a particular Calendar Yearoverpayment made by the Auditing Party during such period, the Audit Rights Holder must provide written notice to Audited Party shall pay the Auditee. The Audit Rights Holder exercising its audit rights shall provide Auditing Party the Auditee with notice of [**] proposed dates amount of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party overpayment within [***] days after receiving Business Days of the date the Auditing Party delivers to the Audited Party such accounting firm’s written report, unless the contents of such report are disputed in whole or part by the Audited Party in good faith in accordance with Section 11.6. The fees charged by such accounting firm shall be paid by the Auditing Party; provided, however, that if such audit report. Further, if uncovers that the audit for Auditing Party was overcharged in an annual period shows an under-reporting or underpayment or an overcharge by any Party for amount that period in excess of exceeds [***] percent ([**]%) of the total amounts properly determined, billed by the underpaying or overcharging Party, as Audited Party for the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting period covered by the audit, for its respective audit then the fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement of such accounting firm shall be made paid by the Audited Party. If the audit reveals an underpayment by the Auditing Party, the Auditing Party shall pay such underpayment within [***] days after receiving appropriate invoices and other support for such audit-related costsBusiness Days of the date the Auditing Party receives the accounting firm’s written report. (f) For the purposes of the audit rights described herein, an individual 7.4.3 The Auditing Party shall treat all financial information subject to review under this Section 7.4 in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an audit acceptable confidentiality agreement with the Audited Party and/or its Affiliates obligating it to retain all such information in any given year will be referred confidence pursuant to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holdersuch confidentiality agreement.”

Audits. (a) Each Party may, upon request and at its expense (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one 13.1 Subject to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to restrictions regarding Proprietary Information set forth in this Agreement, a Party (Auditing Party) may audit the Audit Team shall enter into an appropriate confidentiality agreement with other Party's (Audited Party) books, records, data and other documents, as provided herein, two (2) times each Contract Year for the Auditee obligating purpose of evaluating the Audit Team to be bound by obligations accuracy of confidentiality Audited Party's billing and restrictions invoicing. For purposes of this Section 13.1, “Contract Year” means a twelve (12) month period during the term of the Agreement commencing on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XIEffective Date and each anniversary thereof. (b) In respect 13.2 The scope of each any audit under this Section shall be limited to the services provided and purchased by the Parties and the associated charges, books, records, data and other documents relating thereto for the period which is the shorter of the Auditee’s books and records: (i) the Auditee may be audited only [**]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) no records the twelve (12) month period immediately preceding the date the Audited Party received notice of such requested audit. Any audit under this Section shall be for any given year for an Auditee may be audited more than [**]; the purpose of evaluating (i) the accuracy of Audited Party’s billing and invoicing of the services provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, hereunder and (iiiii) verification of compliance with any provision of this Agreement that affects the Audit Rights Holder accuracy of Auditing Party's billing and invoicing of the services provided to Audited Party hereunder. Except as otherwise agreed upon by the Parties, such audit shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. begin no fewer than thirty (c30) In order to initiate days after Audited Party receives a written notice requesting an audit for a particular Calendar Year, and shall be completed no later than forty-five (45) calendar days after the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice start of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The 13.3 As mutually agreed upon by the Parties, such audit report and basis for any determination by an Audit Team shall be made available first for review and comment conducted by one (1) or more independent auditor(s). The Parties shall select such auditor(s) by the Auditeethirtieth day following Audited Party's receipt of a written audit notice. The Auditing Party shall cause the independent auditor(s) to execute a nondisclosure agreement in a form consistent with the Confidentiality requirements set forth below. Notwithstanding the foregoing, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team an Auditing Party may audit as to matters which the Auditee disputes (to be completed no provided herein not more than [**] days after two (2) times during any Contract Year with a non-auditing period not to exceed twelve months if (i) the first determination is provided to such Auditee previous audit found previously uncorrected net variances or errors in invoices in Audited Party’s favor with an aggregate value of at least one and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any underone-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] half percent ([**]1 1/2%) of the amounts properly determinedpayable by Auditing Party for audited services provided during the period covered by the audit. or (ii) non-compliance by Audited Party with any provision of this Agreement affecting Auditing Party's billing and invoicing of the services provided to Audited Party with an aggregate value of at least five percent (5%) of the amounts payable by Audited Party for audited services provided during the period covered by the audit. 13.4 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 underpaying 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, but shall rely upon summary results provided by the auditor. Audited Party may redact from the books, records and 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. 13.5 If any audit confirms any undercharge or overcharging 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 first full billing cycle after the Parties have agreed upon the accuracy of the 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 (compounded daily) that may be charged under Applicable Law, 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, CLEC shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, not be liable for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, any Underbilled Charges for which reimbursement shall be made Customer Usage Data was not furnished by AT&T ILLINOIS to CLEC within [**] days after receiving appropriate invoices and other support for such audit-related costs. six (f6) For the purposes months of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holderdate such usage was incurred.”

Audits. (a) Each Party mayUpon the written request of Adolor and not more than once in each Calendar Year, upon request and at its expense (except as provided for herein), cause Santen shall permit an internationally recognized independent certified public accounting firm of nationally recognized standing selected by it (except one Adolor and reasonably acceptable to whom the Auditee has a reasonable objection)Santen, (the “Audit Team”) at Adolor's expense, to audit have access during ordinary normal business hours the books and to such records of Santen as may be reasonably necessary to verify the other Party accuracy of the Royalty Statements for any year ending not more than thirty-six (36) months prior to the date of the request. The accounting firm shall disclose to Adolor only whether the Royalty Statements are correct or incorrect and the correctness of specific details concerning any payment made or required discrepancies (such as any amounts due). No other information shall be provided to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XIAdolor. (b) In respect of each audit If based on the report from the accounting firm, Adolor concludes that additional Royalties were owed during such period, Santen shall pay the additional Royalties within thirty (30) days of the Auditee’s books date Adolor delivers to Santen such accounting firm's written report and records: Adolor's conclusions. The fees charged by such accounting firm shall be paid by Adolor, however, if such additional Royalties due for the period are five percent (i5%) or more than the Auditee may be audited only [**]amount of Royalties previously reported and paid by Santen for the period, (ii) no records then Santen shall pay the fees charged by such accounting firm. Santen shall promptly reimburse Adolor for any given year for underpayment along with any interest due thereon under Section 2.09. In the event such audit reveals an Auditee may be audited more than [**]; provided that overpayment of the Auditee’s records amount actually due, Adolor shall still be made available if credit such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is madeoverpayment against future Royalties Santen otherwise would pay Adolor. (c) In order Santen shall require each Affiliate and Sublicensee to initiate an audit for a particular Calendar Yearmake reports to Santen, the Audit Rights Holder must provide written notice to keep and maintain records of sales made under this Agreement and to grant access to such records to Adolor's independent accountant to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice same extent required of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such auditSanten under this Agreement. (d) The audit report and basis for any determination by an Audit Team Adolor shall be made available first for treat all financial information subject to review and comment by under this Section in accordance with the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms confidentiality provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement obligating it to retain all such financial information in confidence pursuant to such confidentiality agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party mayAt any given point in time, upon request QUARK will have on file and at will require its expense (except as provided Affiliates and Sublicensees to have on file complete and accurate records containing all data necessary for herein), cause an internationally recognized independent accounting firm selected the calculation of the amounts payable by it (except one to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work ALNYLAM pursuant to this Agreement. Such records and books of account shall be kept for [ * ] years following the end of the calendar year to which they relate. ALNYLAM will have the right, [ * ] during each [ * ] period, to retain at its own expense an independent qualified certified public accountant reasonably acceptable to QUARK to review such records upon reasonable notice during regular business hours, subject to the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations terms set forth in Article XIthis Agreement. If the audit demonstrates that the payments owed under this Agreement have been understated, QUARK will pay the balance to ALNYLAM together with interest on such amounts from the date on which such payment obligation accrued at a rate equal to [ * ]. If the underpayment is greater than [ * ] of the amount owed, then QUARK will reimburse ALNYLAM for its reasonable out-of-pocket costs of the audit. If the audit demonstrates that the payments owed under this Agreement have been overstated, ALNYLAM will credit the balance against the next payment due from QUARK (without interest). (b) In respect QUARK shall require that the terms of each audit any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of the AuditeeCRT Agreement governing ALNYLAM’s books rights under the ALNYLAM Patent Rights-CRT, including without limitation, all obligations with respect to maintenance of records and records: audit rights. ALNYLAM will provide QUARK in a timely manner with a true and complete copy (isubject to redaction of financial and other information not material to ALNYLAM’s ability to sublicense rights licensed thereunder to QUARK under this Agreement) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if of all such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is madein-licenses. (c) In order QUARK shall use reasonable efforts to initiate an audit for a particular Calendar Year, allow CRT the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete same access to the applicable QUARK’s books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, as it has to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the ALNYLAM’s books and records of under the Auditee will be referred to as the “Audit Rights HolderCRT Agreement.”

Audits. (a) Each Party mayUpon the written request of Intrexon, upon request and at its expense (except as provided for herein), cause Genopaver shall permit an independent certified public accounting firm of internationally recognized independent accounting firm standing selected by it (except one Intrexon, and reasonably acceptable to whom the Auditee has a reasonable objection)Genopaver, (the “Audit Team”) to audit have access to and to review, during ordinary normal business hours and upon no less than thirty (30) days prior written notice, the books and applicable records of Genopaver and its Affiliates to verify the other Party accuracy and timeliness of the correctness of any payment reports and payments made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of Genopaver under this Agreement. Prior Such review may cover the records for sales made in any calendar year ending not more than three (3) years prior to commencing its work the date of such request. The accounting firm shall disclose to both Parties whether the royalty reports and/or know-how reports conform to the provisions of this Agreement and/or US GAAP, as applicable, and the specific details concerning any discrepancies. Such audit may not be conducted more than once in any calendar year. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement document has been filed separately with the Auditee obligating the Audit Team to be bound by obligations of confidentiality Securities and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XIExchange Commission. (b) In respect If such accounting firm concludes that additional amounts were owed during such period, Genopaver shall pay additional amounts, with interest from the date originally due as set forth in Section 5.7, within thirty (30) days of each audit receipt of the Auditeeaccounting firm’s books and records: written report. If the amount of the underpayment is greater than five percent (i5%) of the Auditee may be audited only [**], (ii) no records total amount actually owed for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being period audited, and (iii) then Genopaver shall in addition reimburse Intrexon for all costs related to such audit; otherwise, Intrexon shall pay all costs of the Audit Rights Holder audit. In the event of overpayment, any amount of such overpayment shall only be entitled to audit books and records of an Auditee from fully creditable against amounts payable for the [**] Calendar Years prior to the Calendar Year in which the audit request is madeimmediately succeeding calendar quarter(s). (c) In order Intrexon shall (i) treat all information that it receives under this Section 5.5 in accordance with the confidentiality provisions of Article 7 and (ii) cause its accounting firm to initiate enter into an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice acceptable confidentiality agreement with Genopaver obligating such firm to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of retain all such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided financial information in confidence pursuant to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee confidentiality agreement, in each case except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary for Intrexon to verify the payments required to be made pursuant to the terms of enforce its rights under this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. Upon the written request of Hanmi, Kinex shall permit an independent certified public accounting firm of recognized standing, selected by Hanmi and acceptable by Kinex (a) Each Party may, upon request provided that such accounting firm shall not be retained or compensated on a contingency basis and at its expense (except as provided for hereinshall have entered into a confidentiality agreement with Hanmi in the form and substance reasonably satisfactory to Kinex), cause an internationally recognized independent to have access not more than once in any Calendar Year, during normal business hours, to such of the records of Kinex as may be reasonably necessary to verify the accuracy of the reports under Section 4.4 hereof for any year ending not more than twenty four (24) months prior to the date of such request. The accounting firm selected shall disclose to Hanmi whether the reports are correct or incorrect, the specific details concerning any discrepancies (including the accuracy of the calculation of Net Sales and the resulting effect of such calculations on the amounts payable by it (except one to whom the Auditee has Kinex under this Agreement) and such other information that should properly be contained in a reasonable objection), report required under this Agreement (the “Audit TeamReport”). (a) to audit If such accounting firm concludes that additional amounts were owed during ordinary business hours such year, and Kinex agrees with such conclusion, then Kinex shall pay the books and records additional payments, together with interest at the Prime Rate on the amount of such additional payments, within thirty (30) days of the other date Hanmi delivers the Audit Report to Kinex. In the event that Kinex disagrees with the accounting firm’s conclusion, Kinex shall not have the obligation to make any additional payments to Hanmi until there is a mutual agreement of the Parties regarding the amount owed by Kinex. For the avoidance of doubt, Kinex is not obligated to pay any interest for the period during which the Parties were in dispute of the account firm’s conclusion and amount owed thereunder. In the event such accounting firm concludes that amounts were overpaid by Kinex during such period, Hanmi shall repay Kinex the amount of such overpayment, together with interest at the Prime Rate on the amount of such overpayment, within thirty (30) days of the date the auditing Party and delivers to the correctness of any payment made or required to be made to or audited Party such accounting firm’s Audit Report. The fees charged by such Partyaccounting firm shall be paid by Hanmi, provided, however, that if an error in favor of the Hanmi of more than five percent (5%) of the payments due hereunder for the period being reviewed is discovered, then the fees and any report underlying such payment (or lack thereof), pursuant to expenses of the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team accounting firm shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound paid by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XIKinex. (b) In respect Upon the expiration of each audit twenty four (24) months following the end of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be which Kinex or Hanmi has made available if payment in full of amounts payable with respect to such records impact another financial year which is being auditedyear, and (iii) in the Audit Rights Holder shall only be entitled to audit books and records absence of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for negligence or willful misconduct of Kinex or Hanmi or a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination contrary finding by an Audit Team accounting firm pursuant to Section 4.6(a), such calculation shall be made available first for review binding and comment by the Auditeeconclusive upon Kinex or Hanmi, and the Auditee shall have the rightKinex or Hanmi, at its expenseas applicable, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported released from any liability or accountability with respect to the Audit Rights Holder and the underpaying royalties or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support payments for such audit-related costsyear. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party may, upon request and at its expense (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), 3.3.1 VIVUS or FemPharm (the “Audit TeamAuditing Party”) may at its cost have any report referred to audit during ordinary business hours the books and records in Section 3.2 verified as set forth below by a reputable firm of the other Party and the correctness of any payment made chartered accountants or required to be made to or certified public accountants nominated by such Auditing Party, and any report underlying reasonably acceptable to KVP, provided the Auditing Party completes such payment verification within thirty-six (or lack thereof)36) months of the end of the Royalty Period to which the verification relates. Upon not less than ten (10) Business Days’ prior written notice given by the Auditing Party to KVP, pursuant KVP will provide the accountants with access during KVP’s normal business hours to the terms revenue and sales records of this AgreementKVP and its Affiliates sufficient for the purposes of verifying the reports referred to in Section 3.2 and for the purpose of verifying the amount of royalties paid hereunder. Prior KVP may request that, at its expense, a representative or agent familiar with its record keeping systems be present at the audit to commencing its work pursuant to this Agreement, assist in the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit audit. A copy of the Auditeeauditor’s books and records: (i) report shall be provided to KVP at the Auditee may same time it is provided to the Auditing Party. Such audits will be at the expense of the Auditing Party, except that if such audit establishes that the amount owed by KVP for the audited only [**], (ii) no records for any given year for an Auditee may be audited period exceeds the amount actually paid by more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and *] (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to *]), then KVP will pay the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice Auditing Party’s actual out of [**] proposed dates pocket costs of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) 3.3.2 The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditeeaccountants appointed under Section 3.3.1 are not authorized to, and the Auditee shall have the rightwill not, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder Auditing Party any information relating to other than the business accuracy or inaccuracy of the Auditee except reports to be verified and will be required to execute a reasonable confidentiality agreement with KVP. In addition, the Auditing Party may share any such report of the auditor in confidence with FemPharm or VIVUS, as applicable. 3.3.3 Should it be established from any report and verification referred to in this Section 3.3 that the royalties which should have been paid in respect of any Royalty Period to which the report and verification relates are more or less than the royalties actually paid then the difference will be remitted: (a) to VIVUS (in the case of the royalty paid being less than that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement.paid) within seven (7) Business Days; or (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13b) to KVP (in the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) case of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, royalty paid being more than that which reimbursement shall be made should have been paid) within [**] days after receiving appropriate invoices and other support for such audit-related coststhree (3) Business Days of VIVUS’s receipt from FemPharm. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party mayUpon [***] ([***]) [***] prior written request of Inhibrx and not more than [***] in each Year, upon request and at its expense (except as provided for herein), cause Licensee shall permit an internationally recognized independent certified public accounting firm of nationally recognized standing selected by it (except one Inhibrx, at Inhibrx’s expense, to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit have access during ordinary normal business hours to such of the books and records of Licensee as may be reasonably necessary to verify the other Party accuracy of royalty reports hereunder for any Year ending not more than [***] to the date of such request; provided that if Inhibrx has timely commenced an audit with respect to any earlier time period and such audit shall be pending or its results disputed, Inhibrx shall have continued access to the correctness records of such earlier time period. The accounting firm shall disclose to Inhibrx whether the royalty reports are correct or incorrect, the amount of any payment made or required to be made to or by such Partyroyalty discrepancy, and any report underlying such payment (or lack thereof), pursuant to as well as the terms calculation of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XIforegoing. (b) In respect of each audit If such accounting firm correctly identifies an underpayment made by Licensee during such period, Licensee shall pay Inhibrx one hundred percent (100%) of the Auditee’s books and records: amount of such underpayment (ialong with interest in accordance with Section 5.5.2) the Auditee may be audited only within [**], *] (ii) no records for any given year for an Auditee may be audited more than [***]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [***] Calendar Years prior of the date Inhibrx delivers to Licensee such accounting firm’s written report so concluding, or as otherwise agreed upon in writing by the Calendar Year Parties. Inhibrx shall pay the fees charged by such accounting firm; provided, however, if such audit uncovers an underpayment by Licensee that exceeds [***] ([***]) of the total payment due for the period under audit, then Licensee shall pay the fees of such accounting firm whether previously paid by Inhibrx or then due. In the event that the accounting firm uncovers an overpayment by Licensee, then Licensee shall credit one hundred percent (100%) of the amount of such overpayment against any payments owing in the Quarter following the Quarter in which the such audit request is madewas completed, and future payments hereunder to be adjusted accordingly on a carry-forward basis until such overpayment amount has been fully credited against amounts owing to Inhibrx, or if no further amounts are owing to Inhibrx, Inhibrx shall refund such overpayment amount to Licensee within [***] ([***]) [***]. (c) In order Licensee shall include in each sublicense granted by it pursuant to initiate an audit for this Agreement a particular Calendar Yearprovision requiring the sublicensee to make reports to Licensee, the Audit Rights Holder must provide written notice to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Inhibrx’s independent accountant to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice same extent required of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such auditLicensee under this Agreement. (d) The audit report Inhibrx shall treat all financial information subject to review under this Section 5.4.5 or under any sublicense agreement in accordance with the confidentiality and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Licensee or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. Novartis shall have audit rights as described in this Clause 8.5 for the purpose of determining or reconciling computations made in respect of Net Sales. (a) Each Party Novartis may, upon request and at its expense (except as provided for herein), cause an internationally internationally-recognized independent accounting firm selected by it (except it, other than one to whom the Auditee Purchaser has a reasonable objection), objection (the “Audit Team”) ), to audit during ordinary business hours the books and records of the other Party Purchaser to the extent they relate to any Milestone Payment and/or Net Sales Report and the correctness of any payment Milestone Payment made or required to be made to or by such Partythe Purchaser, and any report Net Sales Report underlying such payment (or lack thereof), pursuant to the terms of this Asset Purchase Agreement. Prior to commencing its work pursuant to this Asset Purchase Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to Purchaser. The Purchaser may be bound by obligations audited no more than once in respect of confidentiality each of 2011 and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI2012. (b) In respect of each audit of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Yearaudit, the Audit Rights Holder Novartis must provide written notice to the AuditeePurchaser on or before December 31, 2013. The Audit Rights Holder exercising its audit rights Novartis shall provide the Auditee Purchaser with notice of [**] one or more proposed dates of the audit not less than [**] forty-five (45) calendar days prior to the first proposed date. The Auditee Purchaser will reasonably accommodate the scheduling of such audit. The Auditee Purchaser shall provide such the Audit Team(s) Team with full and complete access to the applicable books and records to the extent they relate to any Milestone Payment and/or Net Sales Report and otherwise shall reasonably cooperate with such audit. (dc) The audit report and basis for any determination of Net Sales and/or any Milestone Payment by an Audit Team shall be made available first for review and comment by the Auditee, Purchaser and the Auditee Purchaser shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after Purchaser disputes. If the first determination is provided Parties disagree as to such Auditee further determination, Novartis and to be limited the Purchaser shall mutually select an internationally-recognized independent accounting firm that shall make a final determination as to the disputed matters)remaining matters in dispute that shall be binding upon the Parties. Such Neither the Audit Team nor the accountants selected pursuant to the immediately preceding sentence shall not disclose to the Audit Rights Holder Novartis any information relating to the business of the Auditee Purchaser except that which should properly have been contained in any report Net Sales Report required hereunder or otherwise required to be disclosed to the Audit Rights Holder Novartis to the extent necessary to verify the payments Milestone Payments required to be made pursuant to the terms of this Asset Purchase Agreement. (ed) If Subject to the dispute resolution process referred to in clause (c) above, if the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party Purchaser shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13of LIBOR (calculated as of the date such payment was originally due and as of the first day of each calendar quarter thereafter until such payment is paid) plus one percent (1%) per annum) to Novartis within fifteen (15) calendar days of receiving such audit report. Subject to the underpaid dispute resolution process referred to in clause (c) above, if the audit shows any over-reporting or overcharged Party overpayment, Novartis shall remit such over-payment to the Purchaser within [**] fifteen (15) calendar days after of receiving the such audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party the Purchaser for that period in excess of [**] five percent ([**]5%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, Purchaser shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, Novartis for its respective audit fees and reasonable Outout-of-Pocket Costs pocket expenses in connection with said audit, which reimbursement shall be made within [**] thirty (30) calendar days after of receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party may5.8.1 Upon the written request of PROTIVA and not more than once in each calendar year, upon request MERCK shall permit, and at shall cause its expense (except as provided for herein)sublicensed Affiliates to permit, cause an internationally recognized independent certified public accounting firm of nationally recognized standing selected by it (except one PROTIVA and reasonably acceptable to whom the Auditee has a reasonable objection)MERCK, (the “Audit Team”) at PROTIVA’s expense, to audit have access during ordinary normal business hours to such of the books and records of MERCK and its sublicensed Affiliates as may be reasonably necessary to verify the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit accuracy of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records royalty reports hereunder for any given calendar year for an Auditee may be audited ending not more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years months prior to the Calendar Year in which date of such request. The accounting firm shall disclose to PROTIVA only whether the audit request is maderoyalty reports are correct or incorrect and the amount of any discrepancy. No other information shall be provided to PROTIVA. (c) In order to initiate an audit for 5.8.2 If such accounting firm correctly identifies a particular Calendar Yeardiscrepancy made during such period, the Audit Rights Holder must provide written notice to appropriate Party shall pay the Auditee. The Audit Rights Holder exercising its audit rights shall provide other Party the Auditee with notice of [**] proposed dates amount of the audit not less than discrepancy within [**] days prior of the date PROTIVA delivers to MERCK such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the first proposed dateParties. The Auditee will reasonably accommodate the scheduling of fees and expenses charged by such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team accounting firm shall be made available first for review and comment paid by the AuditeePROTIVA, and the Auditee shall have the right, at its expense, to request unless there was a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no discrepancy in MERCK’s favor of more than [**] days after ], in which case MERCK shall pay, or reimburse PROTIVA for, all such fees and expenses. 5.8.3 MERCK shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the first determination is provided sublicensee to such Auditee make reports to MERCK, to keep and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business maintain records of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be sales made pursuant to such sublicense and to grant access to such records by PROTIVA’s independent accountant to the terms same extent required of MERCK under this Agreement. (e) If 5.8.4 Upon the audit shows expiration of [*] months following the end of any under-reporting or underpaymentcalendar year, or overcharging by any Party, that under-reporting, underpayment or overcharging the calculation of royalties payable with respect to such calendar year shall be reported binding and conclusive upon PROTIVA, and MERCK and its Affiliates shall be released from any liability or accountability with respect to the Audit Rights Holder and the underpaying or overcharging Party royalties for such calendar year, unless PROTIVA shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) have, prior to the underpaid or overcharged Party within [**] days after receiving the audit report. Furtherthat time, if the audit made a timely request for an annual period shows an under-reporting or underpayment or an overcharge by any Party audit of such calculations for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costspursuant to this Section 5.8. (f) For the purposes of the audit rights described herein, an individual Party 5.8.5 PROTIVA shall treat all financial information subject to review under this Section 5.8 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an audit acceptable confidentiality agreement with MERCK and/or its Affiliates obligating it to retain all such information in any given year will be referred confidence pursuant to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holdersuch confidentiality agreement.”

Audits. (a) Each Party mayUpon *** prior written request of FivePrime and not more than *** in during any Calendar Year, upon request and at its expense (except as provided for herein), cause BMS shall permit an internationally recognized independent certified public accounting firm of nationally recognized standing selected by it (except one FivePrime, at FivePrime’s expense, to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit have access during ordinary normal business hours to such of the books and records of BMS as may be reasonably necessary to verify the other Party accuracy of royalty reports hereunder for any year ending not more than *** months prior to the date of such request; provided that if FivePrime has timely commenced an audit with respect to any earlier time period and such audit shall be pending or its results disputed, FivePrime shall have continued access to the correctness records of such earlier time period. The accounting firm shall disclose to FivePrime whether the royalty reports are correct or incorrect, the amount of any payment made or required to be made to or by such Partyroyalty discrepancy, and any report underlying such payment (or lack thereof), pursuant to as well as the terms calculation of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XIforegoing. (b) In respect of each audit If such accounting firm correctly identifies an underpayment made by BMS during such period, BMS shall pay FivePrime 100% of the Auditeeamount of the underpayment, plus applicable interest as set forth in Section 8.4.5, within sixty (60) days of the date FivePrime delivers to BMS such accounting firm’s books and records: (i) written report so concluding, or as otherwise agreed upon in writing by the Auditee may be audited only [Parties. FivePrime shall pay the fees charged by such accounting firm; provided, however, if such audit uncovers an underpayment by BMS that exceeds **]* of the total payment due for the period under audit, (ii) no records for any given year for an Auditee may be audited more than [**]; provided then BMS shall pay the fees of such accounting firm whether previously paid by FivePrime or then due. In the event that the Auditee’s records accounting firm uncovers an overpayment by BMS, then BMS shall still be made available if credit such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to overpayment against any royalty payments owing in the Calendar Year Quarter following the Calendar Quarter in which the such audit request is madewas completed, such future royalty payments to be adjusted accordingly on a carry-forward basis until such overpayment amount has been fully credited against future royalties owing to FivePrime. (c) In order BMS shall include in each sublicense granted by it pursuant to initiate an audit for this Agreement a particular Calendar Yearprovision requiring the sublicensee to make reports to BMS, the Audit Rights Holder must provide written notice to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by FivePrime’s independent accountant to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice same extent required of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such auditBMS under this Agreement. (d) The audit report FivePrime shall treat all financial information subject to review under this Section 8.4.6 or under any sublicense agreement in accordance with the confidentiality and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with BMS or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party mayLilly will keep and maintain (and to the extent applicable, upon request will cause its Affiliates, and at their respective Sublicensees, distributors, assignees and transferees to keep and maintain) proper and complete records and books of account in such form and detail as is necessary for the determination of the amounts payable by Lilly (on behalf of itself and its expense (except as provided for herein)Affiliates and their respective Sublicensees, cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection)distributors, (the “Audit Team”assignees and transferees) to audit during ordinary business hours ▇▇▇▇▇▇▇▇▇ under this Agreement and for the books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms purposes of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect Upon the written request of ▇▇▇▇▇▇▇▇▇ and not more than once in each audit Calendar Year, Lilly shall permit an independent certified public accounting firm of nationally [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. recognized standing selected by ▇▇▇▇▇▇▇▇▇ and reasonably acceptable to Lilly, at ▇▇▇▇▇▇▇▇▇’▇ expense, to have access during normal business hours to such of the Auditee’s books and records: (i) the Auditee records of Lilly as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than thirty-six (36) months prior to the date of such request. Any given period may not be audited more than once. ▇▇▇▇▇▇▇▇▇ may consider in good faith, at its sole discretion and choice, the use of Lilly’s then current external auditor to perform such audit. The accounting firm shall disclose to ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to ▇▇▇▇▇▇▇▇▇. This right to audit shall remain in effect throughout the life of this Agreement and for a period of three (3) years after the termination of this Agreement. (c) If such accounting firm identifies a discrepancy made during such period, the appropriate Party shall pay the other Party the amount of the discrepancy within thirty (30) days of the date ▇▇▇▇▇▇▇▇▇ delivers to Lilly 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 ▇▇▇▇▇▇▇▇▇ unless the underpayment exceeded the greater of [**] of the amount owed by Lilly to ▇▇▇▇▇▇▇▇▇ for such Calendar Year or ii) [**], (ii) no records for any given year for an Auditee may in which case, the expense of the audit shall be audited more than [**]; provided that borne by Lilly. Lilly shall pay interest on the Auditee’s records amounts owed to ▇▇▇▇▇▇▇▇▇, said interest shall still be made available if such records impact another financial year which is calculated as being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to greater than the Calendar Year in which U.S. commercial prime rate as published by the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, Wall Street Journal on the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates date of the audit not less than [**] days prior first discrepancy identified in the audit, and shall accrue from the date payments should have been made. In addition, Lilly shall pay to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access ▇▇▇▇▇▇▇▇▇ any monetary penalties and/or interest incurred by ▇▇▇▇▇▇▇▇▇ pursuant to the applicable books and records and otherwise reasonably cooperate with such auditThird Party Agreements, wherein said monetary penalties and/or interest are incurred due to underpayments by Lilly. (d) The audit report and basis for any determination Lilly shall include in each sublicense granted by an Audit Team shall be made available first for review and comment by it pursuant to this Agreement a provision requiring the Auditee, and the Auditee shall have the right, at its expenseSublicensee to make reports to Lilly, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee keep and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business maintain records of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be sales made pursuant to such sublicense and to grant access to such records by ▇▇▇▇▇▇▇▇▇’ independent accountant to the terms same extent required of Lilly under this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging ▇▇▇▇▇▇▇▇▇ shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party treat all financial information subject to review in accordance with the Article 10 of this Agreement, and shall cause its accounting firm to enter into an audit acceptable confidentiality agreement with Lilly or its Related Parties obligating it to retain all such information in any given year will be referred confidence pursuant to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holdersuch confidentiality agreement.”

Audits. (a) Each Upon reasonable advance written notice by a Party may, upon request and at its expense (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit TeamAuditing Party”) and not more than once in each Calendar Year (except for cause), the other Party (the “Audited Party”) and its Affiliates shall permit, and shall use reasonable efforts to audit cause their Sublicensees to permit the Auditing Party or Existing Licensors (or an attorney or CPA of such licensor), or an independent certified public accounting firm of internationally recognized standing, selected by the Auditing Party and reasonably acceptable to the Audited Party, to have access during ordinary normal business hours to such of the books and records of the other Audited Party and its Affiliates and, if applicable, their Sublicensees as may be reasonably necessary to verify the correctness accuracy of any payment made the applicable royalty or required milestone payments hereunder. No year may be audited more than once, except for cause. The accounting firm will enter a confidentiality agreement reasonably acceptable to be made the Audited Party governing the use and disclosure of the Audited Party’s information disclosed to or by such Partyfirm, and any report underlying such payment (or lack thereof), pursuant firm shall disclose to the terms of this Agreement. Prior Auditing Party only whether the information provided by the Audited Party to commencing its work pursuant to this Agreementthe Auditing Party as described in clauses (a) through (b) above was accurate, and the Audit Team specific details concerning any discrepancies, which information shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than of the obligations set forth in Article XIAudited Party. (b) In respect of Unless disputed by either Party in good faith, if such accounting firm concludes that any payments paid by a Party to the other Party during the audited period were more or less than the amount actually due, the underpaying Party shall pay any additional amounts due, or the overpaid Party will refund any amounts overpaid, as applicable, in each audit case plus interest as set forth in Section 5.10, within forty-five (45) days after the date the written report of the Auditee’s books and records: (i) accounting firm so concluding is delivered to the Auditee may Parties. The written report will be audited only [**]binding on the Parties absent clear error. The fees charged by such accounting firm shall be paid by the Auditing Party; provided, (ii) no records for any given year for an Auditee may be audited however, that if the audit results in a payment adjustment of more than [**]; provided that five percent (5%), then the Auditee’s records Audited Party shall still be made available if pay the reasonable fees and expenses charged by such records impact another accounting firm. The Auditing Party shall treat all financial year which is being audited, and (iiiinformation disclosed by its accounting firm pursuant to this Section 5.7(b) as Confidential Information of the Audit Rights Holder shall only be entitled to audit books and records Audited Party for purposes of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is madeArticle XII of this Agreement. (c) In order to initiate the event of a good faith dispute by either Party regarding the result of an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to this Section 5.7(c), the terms Parties shall agree in good faith on an alternative independent certified public accounting firm of this Agreement. (e) internationally recognized standing to perform a second audit. If such audit is requested by the Audited Party because the Audited Party was found by the initial audit shows any under-reporting to have underpaid and the second audit confirms that the Audited Party underpaid, then the Audited Party shall bear all costs associated with the second audit. If such audit is requested by the Auditing Party because the Audited Party was found by the initial audit to have overpaid and the second audit confirms that the Audited Party overpaid, then the Auditing Party shall bear all costs associated with the second audit. Notwithstanding the above, in the event that the second audit confirms the findings of the first audit, the requesting Party shall pay. No over or underpayment, or overcharging under payment indicated by any Party, that under-reporting, underpayment or overcharging the initial audit shall be reported to payable in the Audit Rights Holder event of a dispute until the second audit is complete and such second audit shall be binding on the underpaying Parties, with any under or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with over payment determined thereby, plus interest at the rate as set forth in Section 9.135.10, being payable within thirty (30) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if date the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) written report of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costsaccounting firm so concluding is delivered to both Parties. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party may, upon Upon the written request and at its expense of the Acting Holders delivered to the Company not less than thirty (except as provided for herein30) days in advance (but no more than once during any calendar year), cause the Company shall provide an internationally recognized independent certified public accounting firm selected of nationally recognized standing jointly agreed upon by it the Acting Holders and the Company (except one to whom the Auditee has a reasonable objection)failing agreement on which each shall designate an independent public accounting firm of its own selection, which firms shall in turn appoint an independent public accounting firm for such purpose) (the “Audit TeamIndependent Accountant”) to audit with access upon reasonable notice and during ordinary normal business hours to such of the books and records of the other Party Company, as may be reasonably necessary to verify the accuracy of the statements set forth in the Product Sales Statements and the correctness figures underlying the calculations set forth therein for any period within the preceding three (3) years that has not previously been audited in accordance with this SECTION 4.3. The fees charged by the Independent Accountant shall be paid by the Company in the event that the Independent Accountant determines that the aggregate amount of any payment made or required to be made to or Product Sales calculated by such Party, and any report underlying such payment the Company in the applicable Product Sales Statement is more than ten percent (or lack thereof), pursuant to 10%) below the terms actual amount of this Agreement. Prior to commencing its work aggregate Product Sales calculated in accordance with the manner in which “Product Sales” is defined pursuant to this CVR Agreement; provided, however, that the Acting Holders (on behalf of the Holders) shall pay for the fees charged by the Independent Accountant in the event that the Independent Accountant determines that the aggregate amount of Product Sales calculated by the Company in the applicable Product Sales Statement is equal to or less than ten percent (10%) below the actual amount of aggregate Product Sales calculated in accordance with the manner in which “Product Sales” is defined pursuant to this CVR Agreement, which amount the Audit Team Company may deduct from any future Milestone Payments payable pursuant to this CVR Agreement. The Independent Accountant shall enter into an appropriate confidentiality agreement with disclose to the Auditee obligating the Audit Team Acting Holders any matters directly related to be bound by obligations of confidentiality their findings and restrictions on use of such Confidential Information shall disclose whether it has determined that are no less restrictive than the obligations any statements set forth in Article XIthe Product Sales Statements are incorrect. The Independent Accountant shall provide the Company with a copy of all disclosures made to the Acting Holders. The initiation of a review by the Acting Holders as contemplated by this SECTION 4.3 shall not relieve the Company of its obligation to pay the Product Sales Milestone Payment relating to the Product Sales Milestone for which notice of achievement has been given in a Product Sales Statement, it being understood that the Company shall also be obligated to pay the full amount of the CVR Shortfall, if any, determined in accordance with SECTION 4.3(b). (b) In respect of each audit No later than thirty (30) days following initial access to such records of the Auditee’s books Company as are described SECTION 4.3(a), the Independent Accountant shall deliver a written report to the Company and records: the Acting Holders of its preliminary findings regarding Product Sales and any potentially applicable Product Sales Milestone Payments (ithe “Preliminary Shortfall Report”). The Company and the Acting Holders shall have thirty (30) days following receipt of the Auditee may be audited only [**]Preliminary Shortfall Report from the Independent Accountant (the “Preliminary Shortfall Report Review Period”) to review and comment upon the Preliminary Shortfall Report. The Independent Accountant shall take into consideration in good faith any comments received from the Company or the Acting Holders during the Preliminary Shortfall Report Review Period. No later than ten (10) Business Days after the expiration of the Preliminary Shortfall Report Review Period, the Independent Accountant shall deliver a final written report to the Company and the Acting Holders (ii) no records for any given year for an Auditee may be audited more than [**]; provided the “Final Shortfall Report”). If the Independent Accountant in the Final Shortfall Report concludes that the Auditee’s records Product Sales Milestone Payment should have been paid but was not paid when due, then no later than sixty (60) days following its receipt of the Final Shortfall Report, the Company shall still be made available if deliver to the Rights Agent the amount of such records impact another financial year which is being audited, and (iii) Product Sales Milestone Payment plus interest on such Product Sales Milestone Payment at the Audit Rights Holder shall only be entitled to audit books and records of an Auditee Shortfall Interest Rate from the [**] Calendar Years date the Product Sales Milestone Payment Date should have occurred to the date of actual payment (to the extent not paid on a subsequent date) (such amount, including interest, being the “CVR Shortfall”). The Rights Agent shall pay the CVR Shortfall to the CVR Holders of record as of a date that is three (3) Business Days prior to the Calendar Year in date on which the audit request Product Sales Milestone Payment is mademade to the Rights Agent. The Final Shortfall Report shall be final, conclusive and binding on the Company and the Holders, shall be non-appealable and shall not be subject to further review, absent manifest error. (c) In order Each Person seeking to initiate an audit for a particular Calendar Year, receive information from the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs Company in connection with said a review or audit shall enter into, and shall cause its accounting firm to enter into, a reasonable and mutually satisfactory confidentiality agreement with the Company obligating such party to retain all such financial information disclosed to such party in confidence pursuant to such confidentiality agreement and not use such information for any purpose other than the completion of such review or audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party mayDuring the Review Request Period and Negotiation Period (each as defined below), unless the applicable Milestone Notice provides that the maximum possible Milestone Payment Amount for such Milestone Period will be paid in full, Parent and the Company shall reasonably cooperate with and permit, and shall cause their Subsidiaries and Affiliates to reasonably cooperate with and permit, the Acting Holders (acting as one group, and not individuals) and/or any accountant or other consultant or advisor retained by the Acting Holders, upon request and at its expense (except as provided for herein)reasonable notice, cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit access during ordinary normal business hours to such records and personnel (including the books and records external auditors of the other Party Company and its Subsidiaries) as may be reasonably necessary to verify the correctness accuracy of any payment made or required to be made to or by such Party, the applicable Revenue Statement and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations Milestone Payment Amount set forth in Article XIthe applicable Milestone Notice and compliance with the terms hereof, subject to customary confidentiality agreements and access letters, in form and substance reasonably acceptable to Parent. (b) In Unless the applicable Milestone Notice provides that the maximum possible Milestone Payment Amount will be paid in full for such Milestone Period, the Acting Holders shall have the right to deliver to Parent within sixty (60) days of the delivery of the Milestone Notice in respect of the Milestone Period for such Milestone to the Holders (each audit period, a “Review Request Period”) a notice disputing any item set forth in an applicable Revenue Statement (which disputed item may include a disputed item due to the Acting Holders requesting additional information with respect to such item) and Milestone Notice (and in any event no more than once per Milestone Notice) (such request and items set forth therein, a “Dispute Notice”), and thereafter the Acting Holders and Parent shall, in good faith, try to resolve any items under dispute as set forth in the Dispute Notice. If the Acting Holders and Parent fail to agree on the item(s) under dispute within fifteen (15) Business Days after the Acting Holders deliver the Dispute Notice to Parent and the Rights Agent (the “Negotiation Period”), Parent and the Company shall permit, and shall cause their respective Subsidiaries and controlled Affiliates to permit, the Independent Accountant to have access during normal business hours to the records of the Auditee’s books Company and records: (i) its Subsidiaries in respect of the Auditee Business as may be audited only [**]reasonably necessary to verify the accuracy of the Revenue Statement and shall furnish, (ii) no records for any given year for an Auditee and shall cause their respective Subsidiaries to furnish, to the Independent Accountant such access, records, work papers and other documents and information as the Independent Accountant may reasonably request, as may be audited more than [**]reasonably necessary to audit the Revenue Statement and the determination of whether such Milestone was achieved (subject to customary confidentiality agreements and access letters, in form and substance reasonably acceptable to Parent and excluding information or access which would reasonably be expected to result in the waiver of any attorney-client privilege or violate any applicable Law; provided Parent and the Company shall use commercially reasonable efforts to implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner to remove the basis for the non-disclosure to the greatest extent reasonably possible, including by arrangement of appropriate clean room procedures, redaction of text from documents or entry into a customary joint defense agreement with respect to any information to be so provided). The Independent Accountant shall be instructed to come to a final determination with respect to those items set forth in a Dispute Notice within thirty (30) days following the engagement of such Independent Accountant. The Independent Accountant shall act only as an expert and not as an arbitrator and shall be charged to come to a final determination in accordance with the terms of this Agreement regarding the calculation of Revenue with respect to only those items set forth in the Dispute Notice that the Auditee’s records shall still be made available if such records impact another financial year which is being auditedparties disagree on and submit to it for resolution. All other items in the applicable Revenue Statement that the parties do not submit, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which end of the audit request is made. (c) In order to initiate an audit for a particular Calendar YearReview Request Period, the Audit Rights Holder must provide written notice to the AuditeeIndependent Accountant for resolution shall be deemed to be agreed by the parties and the Independent Accountant shall not be charged with calculating or validating those agreed upon items. The Audit Rights Holder exercising its audit rights Independent Accountant shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior disclose to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, Parent and the Auditee shall have the right, at its expense, Acting Holders any matters directly related to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder their findings to the extent necessary to verify the payments required accuracy or completeness of the applicable Revenue Statement. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders concurrently with each such disclosures to the Acting Holders and shall provide the Acting Holders with a copy of all disclosures made to Parent concurrently with each such disclosures to Parent. The fees charged by the Independent Accountant shall be allocated to and borne by (i) Parent, based on the percentage that the portion of the disputed items determined by the Independent Accountant to be made pursuant in favor of the Acting Holders bears to the amount actually contested by the Acting Holders, on the one hand, and (ii) the Acting Holders, based on the percentage that the portion of the disputed items determined by the Independent Account to be in favor of Parent bears to the amount actually contested by the Acting Holders, on the other. (c) If the Independent Accountant concludes that a Milestone was achieved in accordance with the terms hereof and the applicable Aggregate Milestone Payment Amount was not paid to the Rights Agent, Parent shall pay or caused to be paid to the Rights Agent such applicable Aggregate Milestone Payment Amount within thirty (30) calendar days of the date the Independent Accountant delivers its final written report to the Acting Holders and Parent. The decision of the Independent Accountant shall be final, conclusive and binding on Parent and the Holders, shall be non-appealable and shall not be subject to further review, absent manifest error. (d) If, upon the expiration of a Review Request Period, the Acting Holders have not provided a Dispute Notice to Parent and the Rights Agent in accordance with this AgreementSection 4.6, the calculations set forth in the applicable Revenue Statement and the determination in the accompanying Milestone Notice shall be final, binding and conclusive upon the Holders. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported Each person seeking to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs receive information from Parent in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit pursuant to this Section 4.6 shall enter into, and shall cause its accounting firm to enter into, a reasonable and mutually satisfactory confidentiality agreement with Parent or any controlled Affiliate obligating such party to retain all such information disclosed to such party in any given year will be referred confidence pursuant to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holdersuch confidentiality agreement.”

Audits. (a) Each Party may, upon request and at its expense (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one 13.1 Subject to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to restrictions regarding Proprietary Information set forth in this Agreement, a Party (Auditing Party) may audit the Audit Team shall enter into an appropriate confidentiality agreement with other Party's (Audited Party) books, records, data and other documents, as provided herein, two (2) times each Contract Year for the Auditee obligating purpose of evaluating the Audit Team to be bound by obligations accuracy of confidentiality Audited Party's billing and restrictions invoicing. For purposes of this Section 13.1, “Contract Year” means a twelve (12) month period during the term of the Agreement commencing on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XIEffective Date and each anniversary thereof. (b) In respect 13.2 The scope of each any audit under this Section shall be limited to the services provided and purchased by the Parties and the associated charges, books, records, data and other documents relating thereto for the period which is the shorter of the Auditee’s books and records: (i) the Auditee may be audited only [**]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) no records the twelve (12) month period immediately preceding the date the Audited Party received notice of such requested audit. Any audit under this Section shall be for any given year for an Auditee may be audited more than [**]; the purpose of evaluating (i) the accuracy of Audited Party’s billing and invoicing of the services provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, hereunder and (iiiii) verification of compliance with any provision of this Agreement that affects the Audit Rights Holder accuracy of Auditing Party's billing and invoicing of the services provided to Audited Party hereunder. Except as otherwise agreed upon by the Parties, such audit shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. begin no fewer than thirty (c30) In order to initiate days after Audited Party receives a written notice requesting an audit for a particular Calendar Year, and shall be completed no later than forty-five (45) calendar days after the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice start of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The 13.3 As mutually agreed upon by the Parties, such audit report and basis for any determination by an Audit Team shall be made available first for review and comment conducted by one (1) or more independent auditor(s). The Parties shall select such auditor(s) by the Auditeethirtieth day following Audited Party's receipt of a written audit notice. The Auditing Party shall cause the independent auditor(s) to execute a nondisclosure agreement in a form consistent with the Confidentiality requirements set forth below. Notwithstanding the foregoing, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team an Auditing Party may audit as to matters which the Auditee disputes (to be completed no provided herein not more than [**] days after two (2) times during any Contract Year with a non-auditing period not to exceed twelve months if (i) the first determination is provided to such Auditee previous audit found previously uncorrected net variances or errors in invoices in Audited Party’s favor with an aggregate value of at least one and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any underone-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] half percent ([**]1 1/2%) of the amounts properly determinedpayable by Auditing Party for audited services provided during the period covered by the audit. or (ii) non-compliance by Audited Party with any provision of this Agreement affecting Auditing Party's billing and invoicing of the services provided to Audited Party with an aggregate value of at least five percent (5%) of the amounts payable by Audited Party for audited services provided during the period covered by the audit. 13.4 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 underpaying 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, but shall rely upon summary results provided by the auditor. Audited Party may redact from the books, records and 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. 13.5 If any audit confirms any undercharge or overcharging 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 first full billing cycle after the Parties have agreed upon the accuracy of the 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 (compounded daily) that may be charged under Applicable Law, 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, Insight shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, not be liable for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, any Underbilled Charges for which reimbursement shall be made Customer Usage Data was not furnished by AT&T ILLINOIS to Insight within [**] days after receiving appropriate invoices and other support for such audit-related costs. six (f6) For the purposes months of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holderdate such usage was incurred.”

Audits. (a) Each Party mayDuring the Term and for a period of [* *] thereafter, upon at the request and at its expense of POZEN, GSK will permit an independent, certified public accountant of nationally recognized standing appointed by POZEN (except as provided for hereinthat has not otherwise been engaged by POZEN), cause an internationally recognized and reasonably acceptable to GSK, at reasonable times and upon reasonable notice, but in no case no more than once per calendar year thereafter to examine such records as may be necessary for the sole purpose of verifying the calculation and reporting of [* *] and the correctness of any royalty payment made under this Agreement for any period within the preceding [* *]. Results of any such examination will be made available to both POZEN and GSK. The independent, certified public accountant will disclose to POZEN only the royalty amounts that the independent accounting firm selected auditor believes to be due and payable hereunder to POZEN and will disclose no other information revealed in such audit. Any and all records examined by it (except one such independent accountant will be deemed GSK’s Confidential Information which may not be disclosed by such independent, certified public accountant to whom the Auditee has any Third Party. If, as a reasonable objection), (the “Audit Team”) to audit during ordinary business hours result of any inspection of the books and records of GSK, it is shown that GSK’s payments under this Agreement were (i) less than the other Party and the correctness of any payment made or amount which should have been paid, then GSK will make all payments required to be made to eliminate any discrepancy revealed by said inspection within thirty (30) days; or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may more than the amount which should have been paid, then GSK will be audited entitled to reduce subsequent royalty payments to POZEN by such excess amount (provided that such reduction will not reduce the total amount of the subsequent royalty payment to POZEN by more than [** *]; provided ) until such time as such amounts have been fully recovered. POZEN will pay for such audits, except that if the Auditee’s records shall still be royalty payments made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not by GSK were less than [** *] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determinedthat should have been paid during the period in question, GSK will pay the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting costs of the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party may, upon request and at its expense (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee Argos shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee mutually agreed times and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the during normal business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest hours at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent (least [**]%) , to audit all of CELLSCRIPT’s executed Master Batch Records for Production of the amounts properly determinedArgos Product and other documentation for Quality Control and Quality Assurance of the Argos Product, and to inspect the portions of the Facility and equipment and materials used for Production of the Argos Product, and to perform such additional follow-up audits at such other times as are reasonable to ascertain corrections following a finding of deficiency by Argos during an audit by Argos or by a Regulatory Agency. The number of persons conducting the audit for Argos shall be reasonable so as to be manageable for the participating CELLSCRIPT employees. All audited data (other than and not including Argos Information and Materials) will be treated as CELLSCRIPT Information and Materials, and Argos shall not be permitted to remove or copy such audit data without CELLSCRIPT’s prior consent provided, however, that the preceding limitation shall not be construed to limit Argos’ access to data that Argos needs to know in order for Argos to comply with Legal Requirements of a Regulatory Authority. For clarity, the underpaying Parties agree that CELLSCRIPT shall not be required to disclose to Argos Confidential Information of CELLSCRIPT that Argos does not need to know in order for Argos to comply with Legal Requirements of a Regulatory Authority, and any such Confidential Information of CELLSCRIPT that is disclosed to Argos or overcharging a designee of Argos during an audit shall not be disclosed by Argos or said designee to any Third Party, as including to a contractor or other designee of Argos pursuant to Section 5.6, and any such Confidential Information of CELLSCRIPT shall not be used by Argos or any contractor or designee of Argos, without the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costsprior explicit written permission of CELLSCRIPT. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party mayLilly will keep and maintain (and to the extent applicable, upon request will cause its affiliates, and at their respective sub-licensees, distributors, assignees and transferees to keep and maintain) proper and complete records and books of account in such form and detail as is necessary for the determination of the amounts payable by Lilly (on behalf of itself and its expense (except as provided for herein)affiliates and their respective sub-licensees, cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection)distributors, (the “Audit Team”assignees and transferees) to audit during ordinary business hours Transition under this agreement and for the books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms purposes of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XIagreement. (b) In respect Upon the written request of Transition and not more than once in each audit Calendar Year, Lilly shall permit an independent certified public accounting firm of nationally recognized standing selected by Transition and reasonably acceptable to Lilly, at Transition’s expense, to have access during normal business hours to such of the Auditee’s books and records: (i) the Auditee records of Lilly as may be audited only [**], (ii) no records reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than thirty-six (36) months prior to the date of such request. Any given year for an Auditee period may not be audited more than [**]; once. Transition may consider in good faith, at its sole discretion and choice, the use of Lilly’s then current external auditor to perform such audit. The accounting firm shall disclose to Transition and Lilly only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to Transition. This right to audit books shall remain in effect throughout the life of this Agreement and records for a period of an Auditee from three (3) years after the [**] Calendar Years prior to the Calendar Year in which the audit request is madetermination of this Agreement. (c) In order to initiate an audit for If such accounting firm identifies a particular Calendar Yeardiscrepancy made during such period, the Audit Rights Holder must provide appropriate Party shall pay the other Party the amount of the discrepancy within thirty (30) days of the date Transition delivers to Lilly such accounting firm’s written notice to report so concluding, or as otherwise agreed upon by the AuditeeParties. The Audit Rights Holder exercising its audit rights fees charged by such accounting firm shall provide be paid by Transition unless the Auditee with notice underpayment exceeded the greater of [**] proposed dates A) (deleted text: an underpayment threshold) in which case, the expense of the audit not less shall be borne by Lilly. Lilly shall pay interest on the amounts owed to Transition, said interest shall be calculated as being 1% greater than [**] days prior to the U.S. commercial prime rate as published by the Wall Street Journal on the date of the first proposed datediscrepancy identified in the audit, and shall accrue from the date payments should have been made. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee In addition, Lilly shall provide such Audit Team(s) with full and complete access pay to the applicable books and records and otherwise reasonably cooperate with such auditTransition any monetary penalties and/or interest incurred by Transition pursuant to Third Party Agreements, wherein said monetary penalties and/or interest are incurred due to underpayments by Lilly. (d) The audit report and basis for any determination Lilly shall include in each sublicense granted by an Audit Team shall be made available first for review and comment by it pursuant to this Agreement a provision requiring the Auditee, and the Auditee shall have the right, at its expenseSublicensee to make reports to Lilly, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee keep and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business maintain records of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be sales made pursuant to such sublicense and to grant access to such records by Transition’ independent accountant to the terms same extent required of Lilly under this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging Transition shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party treat all financial information subject to review in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an audit acceptable confidentiality agreement with Lilly or its Related Parties obligating it to retain all such information in any given year will be referred confidence pursuant to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holdersuch confidentiality agreement.”

Audits. (a) Each Party may, upon request and at its expense (except So long as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records Tax periods of the other Party and Acquired Companies ending on or before the correctness Closing Date or any Straddle Period remain open for an assessment of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this AgreementTax, the Audit Team shall enter into an appropriate confidentiality agreement with Purchaser will notify the Auditee obligating Stockholders’ Agent in writing within fifteen (15) days after receipt by the Audit Team to be bound by obligations Purchaser of confidentiality and restrictions on use written notice of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit of the Auditee’s books and records: (i) any pending or threatened audit or assessment with respect to Taxes of the Auditee may be audited only [**], Acquired Companies relating to any such Tax period and (ii) no records for any given year for an Auditee may other pending or threatened audit or assessment with respect to Taxes of the Acquired Companies or the Purchaser that would reasonably be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled expected to audit books and records of an Auditee from the [**] Calendar Years prior result in liability to the Calendar Year in which Selling Parties pursuant to Section 9.1. Within fifteen (15) days after the audit request is made. (c) In order to initiate an audit for a particular Calendar YearStockholders’ Agent’s receipt of such notice, the Audit Rights Holder must provide Stockholders’ Agent may elect, so long as the Selling Parties have an obligation to indemnify the Purchaser hereunder with respect to such audit, by written notice to the Auditee. The Audit Rights Holder exercising its Purchaser, to contest the audit rights shall provide or assessment in the Auditee with notice of [**] proposed dates name of the audit not less than [**] days prior to Acquired Companies. If the first proposed date. The Auditee Stockholders’ Agent so elects, it will reasonably accommodate be solely responsible, at the scheduling expense of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis Selling Parties, for any determination by an Audit Team shall be made available first for review and comment by the Auditeecontest of the item or items at issue, and except that the Auditee Purchaser shall have the rightright to participate in such proceeding at its expense and shall be entitled, at its expense, to request a further determination control the disposition of any issue involved in such proceeding that is not reasonably expected to result in liability to the Selling Parties. If the Stockholders’ Agent elects to contest such item or items at issue, then the Purchaser shall have the right to approve the counsel selected by the Stockholders’ Agent (such Audit Team approval not to be unreasonably withheld, conditioned or delayed) and such election shall constitute an admission by the Selling Parties of their liability under Section 9.1 with respect to the item or items at issue and the Selling Parties shall not be allowed to contest such liability under Section 9.1. The Purchaser will cause the Acquired Companies to cooperate in the contest of such audit or assessment by making relevant documents and employees available to the Stockholders’ Agent, and to execute, or cause the execution of, such documents (including powers of attorney) as may be reasonably necessary to matters allow the Stockholders’ Agent to conduct such contest. If the Stockholders’ Agent elects to contest an audit or assessment for which it is entitled to do so under this Section 9.9, then, except as otherwise provided herein, all decisions with respect to the negotiation, settlement or litigation of the item or items at issue will be made by the Stockholders’ Agent and will be binding upon the Purchaser, except that the Stockholders’ Agent will consult with the Purchaser and shall not agree to any adjustment, or make any Tax election, that will or may create any material increase in Taxes for the Acquired Companies or the Purchaser in respect of any period ending after the Closing Date without the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. The Purchaser will not, and will not permit the Acquired Companies to, settle, compromise or otherwise settle any audit or assessment that is not described above in this Section 9.9 for which the Auditee disputes (Selling Parties could have material liability under Section 9.1 without the prior written consent of the Stockholders’ Agent, which consent will not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing provisions of this Section 9.9 or any other provisions in this Agreement, any failure by the Purchaser to be completed no more than [**] days after comply with the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team notice or other procedural provisions of this Section 9.9 shall not disclose to affect the Audit Rights Holder any information relating to the business of the Auditee Selling Parties except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging that they are actually prejudiced by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit reportfailure. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”66

Audits. (a) Each Party mayEDESA will keep and maintain (and to the extent applicable, upon request will cause its Affiliates, and at their respective Sublicensees, assignees and transferees to keep and maintain) proper and complete records and books of account in such form and detail as is necessary for the determination of the amounts payable by EDESA (on behalf of itself and its expense (except as provided for herein)Affiliates and their respective Sublicensees, cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit Team”assignees and transferees) to audit during ordinary business hours LICENSOR under this Agreement and for the books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms purposes of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect Upon the written request of LICENSOR and not more than once in each audit Calendar Year, EDESA shall permit an independent certified public accounting firm of nationally recognized standing in the United States (that has been retained on an hourly or flat fee basis and receives no contingency fee or other bounty or bonus fee) selected by LICENSOR, at LICENSOR’s expense, to have access during normal business hours to such of the Auditee’s books and records: (i) the Auditee records of EDESA as may be audited only [**], (ii) no records reasonably necessary solely to verify the accuracy of the royalty reports hereunder for any given year for an Auditee may be audited Calendar Year ending not more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and thirty six (iii36) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years months prior to the Calendar Year date of such request. This right to audit shall remain in which effect throughout the audit request is madelife of this Agreement and for a period of three (3) years after the termination of this Agreement. (c) In order LICENSOR shall share the accounting firm’s final written report with EDESA within thirty (30) days of its receipt by LICENSOR. If such accounting firm identifies a discrepancy by EDESA made during such period, EDESA shall pay LICENSOR the amount of the discrepancy within thirty (30) days of the date LICENSOR delivers to initiate an audit EDESA 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 LICENSOR unless the underpayment exceeded ten percent (10%) of the amount owed by EDESA to LICENSOR for a particular such Calendar Year, in which case, EDESA shall pay to LICENSOR the Audit Rights Holder must provide written notice reasonable fees charged by such accounting firm which fees shall not exceed $25,000. EDESA shall pay interest on the amounts owed to LICENSOR, and said interest shall be calculated as being 2% greater than the Auditee. The Audit Rights Holder exercising its audit rights shall provide U.S. commercial prime rate as published by the Auditee with notice of [**] proposed dates Wall Street Journal on the date of the audit not less than [**] days prior to first discrepancy identified in the first proposed date. The Auditee will reasonably accommodate audit, and shall accrue from the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such auditdate payments should have been made. (d) The audit report and basis for any determination EDESA shall include in each sublicense granted by an Audit Team shall be made available first for review and comment by it pursuant to this Agreement a provision requiring the Auditee, and the Auditee shall have the right, at its expenseSublicensee to make reports to EDESA, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee keep and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business maintain records of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be sales made pursuant to such sublicense and to grant access to such records by LICENSOR’s independent accountant to the terms same extent required of EDESA under this Agreement. (e) If LICENSOR shall treat all financial information subject to review in accordance with the audit shows any underconfidentiality and non-reporting use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with EDESA, its Affiliates or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging PartySublicensees, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs obligating it to retain all such information in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for confidence pursuant to such audit-related costsconfidentiality agreement. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party may14.2.1 Licensee, upon request consistent with its general practices, will keep and at its expense (except as provided for herein), cause an internationally recognized independent maintain complete and accurate accounting firm selected by it (except one records directly relevant to whom compliance with the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms provisions of this Agreement, substantially in accordance with Generally Accepted Accounting Principles, International Financial Reporting Standards or other then-applicable generally accepted accounting principles, to support and document payments payable in connection with activities hereunder. Prior Records will include, but are not limited to, detailed processes and records for finished, defective and returned HP Branded Products sufficient for verification of Licensee’s royalty obligations. Such records will be maintained for a period of at least three years from the date on which the royalty is paid to commencing HP Designated Agent. Licensee will, upon 14 days’ written notice and subject to Licensee’s applicable and reasonable confidentiality, safety and security requirements, during normal business hours, but not more frequently than once each calendar year, provide access to such accounting records to an independent and reputable auditor who shall be mutually agreeable to the Parties and who shall be compensated by HP or HP Designated Agent for purposes of an audit. In the event the Parties are unable to agree upon a mutually acceptable auditor, HP or HP Designated Agent may designate any of the “Big Four” accounting firms as auditor (Deloitte Touche Tohmatsu, PricewaterhouseCoopers (PWC), Ernst & Young or KPMG (or their respective successors)). Licensee will provide all reasonably required access, relevant documentation as reasonably determined by the auditor, and office tools, etc., to carry out the audit. 14.2.2 In the event the auditor determines that there is any discrepancy between the amount of royalties LICENSEE paid and the amount it should have paid, HP or HP Designated Agent shall give LICENSEE written notice of the discrepancy and shall also provide LICENSEE with a report from the auditor that details the basis for the auditor’s determination. Within 30 days following its work pursuant receipt of the notice and the report, Licensee shall pay the amount of the discrepancy (together with any interest due thereon, as provided in paragraph 13.5, above.) Trademark License Agreement by and between HP and Life Clips This document is CONFIDENTIAL to all Parties 14.2.3 In the event an audit reveals the LICENSEE underpaid royalties by more than 5% of the amount due for the period audited then, in addition to any amounts due under paragraph 14.2.2, Licensee shall also pay the cost of the audit. If any audit shows that LICENSEE overpaid the royalties due for any period HP or HP Designated Agent shall, within 30 days after the completion of the audit, give LICENSEE written notice of the overpayment. The amount of the overpayment will be credited against future payments owing by LICENSEE hereunder, except that at termination or expiration of this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to any remaining overpayment will be bound refunded by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XIHP or HP Designated Agent. (b) In respect 14.2.4 Any notice of each audit given by HP hereunder that is not followed by the conduct of an audit will not be construed as a waiver or exercise of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled right to audit books so as to preclude an additional notice of audit and records conduct of an Auditee from audit during the [**] Calendar Years prior to the Calendar Year in which the audit request is madesame calendar year. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party mayZai shall keep, upon request and at shall require its expense Affiliates and Sublicensees to keep (except as provided for hereinall in accordance with the GAAP or IFRS), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit period not less than [***] days prior from the end of the Calendar Year to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full which they pertain, complete and complete access accurate records in sufficient detail to the applicable books properly reflect Net Sales and records and otherwise reasonably cooperate with such auditto enable any Milestone Payment payable hereunder to be determined. (db) The audit report and basis for any determination by an Audit Team Upon the written request of ▇▇▇▇▇▇, Zai shall be made available first for review and comment by the Auditeepermit, and the Auditee shall have the rightcause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by ▇▇▇▇▇▇ and reasonably acceptable to ▇▇▇, at its ▇▇▇▇▇▇’s expense, to request a further determination by have access during normal business hours to such Audit Team records of Zai or its Affiliates as may be reasonably necessary to matters which verify the Auditee disputes (to be completed no accuracy of the payments hereunder for any Calendar Year ending not more than [***]. These rights with respect to any Calendar Year shall [***] days after the first determination is provided to end of any such Auditee Calendar Year and to shall be limited to once each Calendar Year (provided that the disputed mattersforegoing frequency limit shall not apply if Karuna has reasonable cause). Such Audit Team The accounting firm shall not disclose to provide Karuna and Zai with a written report [***]. If such accounting firm concludes that an underpayment was made, then Zai shall pay the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party amount due within [***] days after receiving receipt of such accounting firm’s written report so concluding. If such accounting firm concludes that an overpayment was made, then such overpayment shall be credited against any future payment due to Karuna hereunder (if there is no future payment due, then ▇▇▇▇▇▇ shall promptly refund such overpayment to Zai). Karuna shall bear the full cost of such audit report. Further, if unless such audit discloses that the audit additional payment payable by ▇▇▇ for an annual the audited period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of is more than [***] percent of the amount otherwise paid for that audited period, in which case Zai shall pay the reasonable fees and expenses charged by the accounting firm. (c) Zai shall include in each relevant sublicense granted by it a provision requiring any Sublicensee to maintain records of sales of Licensed Product made pursuant to such sublicense, and to grant access to such records by an accounting firm to the same extent and under the same obligations as required of Zai under this Agreement. Karuna shall advise Zai in advance of each audit of any such Sublicensee with respect to the Net Sales of the Licensed Product either by Karuna or its designated auditor under the terms of such Sublicensee agreement. The accounting firm shall provide Karuna and Zai with a copy of the audit report at the same time. Karuna shall pay the full costs charged by the accounting firm, unless the audit discloses that the additional payments payable to Karuna for the audited period is more than [**]%) of *] from the amounts properly determinedotherwise paid for that audited period, in which case Zai shall pay the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit reasonable fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costsexpenses charged by the accounting firm. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party may, upon request and at its expense (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one In addition to whom the Auditee has a reasonable objection), (the “Audit Team”) right of Institute to audit during ordinary business hours examine the books and records of the other Party and the correctness of any payment made or required interview key personnel as provided in Section 8.1 above, Institute, at its own cost, through an independent auditor reasonably acceptable to be made to or by such PartyLicensee and, if applicable, a Sublicensee (and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into who has executed an appropriate confidentiality agreement reasonably acceptable to Licensee and, if applicable, a Sublicensee that requires the auditor to keep any information learned by it confidential except as needed to report its audit conclusions to Institute), may inspect and audit the relevant records of Licensee or a Sublicensee pertaining to the calculation of any Milestones and Earned Royalties due to Institute under this Agreement. Licensee and, if applicable, a Sublicensee shall provide such auditors with access to the Auditee obligating records during reasonable business hours. Such access need not be given to any such set of records more often than once each year or more than five (5) years after the Audit Team date of any report to be bound by obligations audited. Institute shall provide Licensee with written notice of confidentiality its election to inspect and restrictions on use of such Confidential Information that are no less restrictive than audit the obligations set forth in Article XI. (b) In respect of each audit of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior related to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit Earned Royalty due hereunder not less than [**] thirty (30) days prior to the first proposed datedate of review of Licensee’s and, if applicable, a Sublicensee’s records by Institute’s auditors. The Auditee will reasonably accommodate Should the scheduling auditor find any underpayment of Milestones or Earned Royalties by Licensee, Licensee shall (a) promptly pay Institute the amount of such underpayment; (b) shall reimburse Institute for the cost of the audit. The Auditee shall , if such underpayment equals or exceeds the [ * ]; and (c) provide such Audit Team(sauditors with an audit right exercisable within six (6) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days months after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving Institute receives the audit report. FurtherIf the auditor finds overpayment by Licensee, then Licensee shall have the right to deduct the overpayment from any future royalties due to Institute by Licensee or, if no such future royalties are payable, then Institute shall refund the overpayment to Licensee within [ * ] after Institute receives the audit for an annual period shows an under-reporting report. Licensee may designate competitively sensitive information which such auditor may see and review but which it may not disclose to Institute; provided, however, that such designation shall not restrict the auditor’s investigation or underpayment or an overcharge by any Party for that period in excess of conclusions. [**] percent ]= Certain confidential information contained in this document, marked by brackets, is omitted because it is both ([**]%i) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees not material and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall (ii) would be made within [**] days after receiving appropriate invoices and other support for such audit-related costscompetitively harmful if publicly disclosed. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party mayFrom and after the Closing Date, upon request the Holder Representative shall have the right, exercisable at the Holder Representative’s sole cost and at its expense (except as provided for hereinsubject to the final sentence of this Section 3.5), cause no more than two times during each calendar year (subject to the final sentence of this Section 3.5), to have an internationally recognized independent accounting firm certified public accountant selected by it (except one the Holder Representative and reasonably acceptable to whom the Auditee has a reasonable objection), Parent (the “Audit TeamAccountant”) to audit during ordinary business hours examine and have reasonable access to the books and records of Parent, the other Party and the correctness Surviving Corporation or any of any payment made or required to be made to or by such Party, and any report underlying such payment their respective Affiliates (or lack thereof)any other Invoicing Entity over which such parties have control) during the preceding three (3) year period, pursuant to provided, however, that no period shall be audited more than once, for the terms purpose of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit of the Auditee’s books and records: determining (i) whether any Net Sales were made by any Invoicing Entity, and the Auditee may be audited only [accuracy of the reports delivered to **]**** — Material has been omitted and filed separately with the Securities and Exchange Commission Holder Representative related thereto (if any), (ii) no records for the accuracy of the related Earn-Out Payments, (iii) whether any given year for an Auditee may Sublicense Income was received by Parent, the Surviving Corporation or any of their respective Affiliates under any Sublicense Agreement and the accuracy of the reports delivered to Holder Representative related thereto (if any), and (vi) the accuracy of the related Sublicense Payments. Parent hereby acknowledges and agrees that EisnerAmper LLP is and shall be audited more than [**]a reasonably acceptable Accountant. The Accountant must enter into a confidentiality agreement acceptable to and in favor of Parent before being granted access to any such books and records; provided that such confidentiality agreement will permit the AuditeeAccountant to disclose to the Holder Representative sufficient information to detail any discrepancies between the reports delivered to the Holder Representative and the Accountant’s records shall still be made available if such records impact another financial year which is being auditedfindings. Except in the case of fraud, and (iii) the Audit Rights Holder any given period shall only be entitled subject to audit books and records or inspection under this Section 3.5 once. In the event that any such audit by the Accountant under this Section 3.5 correctly reveals that any Earn-Out Payment and/or Sublicense Payment was not paid as required hereunder (including any failure to pay or underpayment), then, in addition to Parent promptly making payment of an Auditee from the [**] Calendar Years prior such Earn-Out Payment and/or Sublicense Payment, as applicable, to the Calendar Year in which the audit request is made. (c) In order to initiate Equityholders, Parent shall pay interest on such overdue Earn-Out Payment and/or Sublicense Payment at an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice annual rate equal to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(sPrime Rate plus six percent (6%) with full and complete access to commencing on the applicable books and records and otherwise reasonably cooperate with date on which such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise Earn-Out Payment and/or Sublicense Payment was required to be disclosed paid under this Agreement and continuing under such Earn-Out Payment and/or Sublicense Payment and all accrued interest thereon is paid in full. Interest shall be calculated based on a three-hundred-and-sixty-five (365) day year and the actual number of days elapsed. All amounts that Parent may be required to pay under this Section 3.5 shall be paid in cash, in immediately available funds, to the Audit Rights Equityholders in accordance with the applicable Future Payment Allocation Schedule to be provided by the Holder Representative in accordance with Section 3.6(a)(iii). If any audit conducted in accordance with this Section 3.5 reveals a failure to timely pay or an underpayment of any Earn-Out Payment and/or Sublicense Payment in the aggregate amount of at least five percent (5%) of amounts due and owing for all the audited periods, then, in addition to the extent necessary to verify the other payments required to be made pursuant paid by Parent in accordance with this Section 3.5, (i) Parent shall also be required to promptly fully reimburse the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder Representative for all fees and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) expenses of the amounts properly determined, Accountant associated with such audit and (ii) such audit shall not count towards the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights once per calendar year cap on Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costsRepresentative’s ability to conduct audits. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party mayIn accordance with this Section 7.08, upon request and at its expense (except as provided for herein)Owners, cause an internationally recognized independent accounting firm selected by it (except one to whom or either of them, shall have the Auditee has a reasonable objection), (the “Audit Team”) right to audit during ordinary business hours the books and CRSC’s accounting records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant relating to the terms of this Agreement. Prior Operations and Maintenance Expenses charged to commencing its work pursuant to this AgreementOwners, no more than once in any Calendar Year and continuing thereafter during the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XIPeriod. (b) In respect of each Subject to the restrictions contained in Section 7.08(a), upon not less than thirty (30) days’ prior written notice to CRSC, any Owner may audit of the Auditee(directly and/or through its consultants and advisors) CRSC’s books and records: (i) the Auditee may be audited only [**], (ii) no records relating to Operations and Maintenance Expenses invoiced to Owners under this Agreement for any given year Calendar Year within the twenty four (24) Calendar Month period immediately preceding the date of such notice (such 24 Calendar Month period, the “Audit Period”). The cost of each such audit shall be borne by Owner who requests such audit unless the audit reveals that CRSC has submitted invoices for an Auditee may Operations and Maintenance Expenses to Owners during the relevant Audit Period which are in excess of twenty thousand ($20,000.00) USD, in which case the cost of such audit shall be audited more than [**]; provided that borne by CRSC. Any such audit shall be conducted during normal business hours at the Auditee’s records shall still be made available if such records impact another financial year which is being audited, principal office of CRSC and (iii) the Audit Rights Holder shall only be entitled in a manner designed to audit books result in a minimum of inconvenience and records of an Auditee from the [**] Calendar Years prior disruption to the Calendar Year in which the audit request is madeoperations of CRSC. (c) In order to initiate an Any Confidential Information of CRSC obtained by Owner or its representatives in connection with the conduct of such audit for a particular Calendar Year, the Audit Rights Holder must provide written notice shall be subject to the Auditeeprovisions of Article XV. The Audit Rights Holder exercising its In no event shall any audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such auditbe performed by a firm retained on a “contingency fee” basis. (d) The Within ninety (90) days following completion of such audit, if an Owner determines that there have been Operations and Maintenance Expenses invoiced to Owners in excess of the amounts authorized to be invoiced under this Agreement, such Owner must provide CRSC with a copy of the written audit report and basis written notice of any known claims against CRSC arising from such audit report. CRSC shall make a reasonable effort to reply to such claims in writing as soon as possible and in any event no later than sixty (60) days after delivery of such report and notice. If the audit reveals that the amount charged by CRSC for any determination by an Audit Team Operations and Maintenance Expenses was less than the actual Operations and Maintenance Expenses, the undercharged Owner shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by pay such Audit Team as to matters which the Auditee disputes difference within twenty (to be completed no more than [**] 20) days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business completion of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreementaudit. (e) If the All adjustments agreed to between Owner and CRSC resulting from such audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reflected promptly in CRSC’s books and records and reported to the Audit Rights Holder and the underpaying or overcharging Party Owners. If any dispute shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs arise in connection with said auditan audit or the results thereof, which reimbursement the Parties shall use their reasonable efforts to resolve such dispute within sixty (60) days after delivery of CRSC’s reply to such report and notice delivered by Owner. If any such dispute is not resolved within such time period, then either Party shall be made within [**] days after receiving appropriate invoices and other support for entitled to have such audit-related costs. dispute (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights HolderDispute”) settled pursuant to Section 14.03.”

Audits. During the Term and for a period of three (a3) Each Party mayyears thereafter, upon request DSP shall keep (and at shall cause its expense (except as provided for herein)Affiliates and sublicensees to keep) complete and accurate records pertaining to the sale or other disposition of Products in the Field in the Territory and calculations of Net Sales and payments required under this Agreement in sufficient detail to permit Intercept to confirm the accuracy of all payments due to it hereunder. Notwithstanding the foregoing, cause an internationally recognized independent accounting firm selected by it (except one should applicable Law in the Territory require DSP to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and retain records of the other Party and nature described in the correctness preceding sentence for a period longer than that set forth in the preceding sentence, DSP shall retain such records for the longer period; provided that Intercept shall advise of any payment made applicable record-keeping requirements imposed by laws outside the Territory. Intercept shall have the right to cause an independent, certified public accountant reasonably acceptable to DSP to audit such records to confirm Net Sales, royalty, milestone and other payments for a period covering up to but not more than the preceding twelve (12) calendar quarters; provided that any such accountant shall have previously entered into a confidentiality agreement reasonably satisfactory to DSP limiting its disclosure of such information to authorized representatives of the Parties or as required to under applicable Laws. Any such inspection shall be made to or for the sole purpose of verifying the calculation of payments on Net Sales of the Products in the Field in the Territory by such PartyDSP, and any report underlying such payment (its Affiliates or lack thereof)sublicensees and milestone, pursuant to the terms of royalty and other payments paid by DSP under this Agreement. Prior The accountant shall only disclose to commencing its work pursuant Intercept the findings of the audit and the specific details concerning any discrepancies. No other information shall be provided to this Agreement, Intercept. Such audit rights may be exercised during normal business hours upon reasonable prior written notice to DSP; provided that such audit right may be exercised no more than once in any twelve (12) -month period. Prompt adjustments shall be made by the Audit Team shall enter into an appropriate confidentiality agreement with Parties to reflect the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use results of such Confidential Information that are no less restrictive than audit. Intercept shall bear the obligations set forth in Article XI. (b) In respect full cost of each such audit unless such audit discloses an underpayment by DSP of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([***]%) of the amounts properly determinedamount of royalties or other payments due under this Agreement, in which case, DSP shall bear the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for full cost of such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”. ​

Audits. (a) Each Party may, upon request and at its expense (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee 9.8.1 Merck shall have the right, at its expenseupon written request and not more than once in each Calendar Year, to request a further determination by such Audit Team have an independent Third Party auditor reasonably acceptable to Buyer (“Merck’s Auditor”) audit and examine all relevant records of Buyer as to matters which the Auditee disputes (to may be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent reasonably necessary to verify the payments accuracy and completeness of any of the data or information data submitted to Merck pursuant to Article 9 hereof. Merck’s Auditor shall execute a confidentiality agreement and shall report its conclusions to both Merck and Buyer without disclosing to Merck any information about pricing or discounts for any of the Product, except information that Buyer is required to be made submit to Merck pursuant to Article 9, including the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, correct figures if the auditor believes any data or information submitted by Buyer was incorrect. Payment for any audit for an annual period shows an under-reporting or underpayment or an overcharge services rendered by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement Merck’s Auditor shall be made within [**] days after receiving appropriate invoices by Merck; provided that if such audit uncovers a substantive error, then the fees of such accounting firm shall be paid for by Buyer. Buyer shall submit, to Buyer’s best knowledge and other support for such audit-related costsbelief upon reasonable investigation, accurate information to Merck’s Auditor. 9.8.2 Buyer shall have the right, upon written request and not more than once in each Calendar Year, to have an independent Third Party auditor reasonably acceptable to Merck (f“Buyer’s Auditor”) For audit and examine all relevant records of Merck as may be reasonably necessary to verify the purposes accuracy and completeness of the audit rights described herein, an individual Party subject data or information submitted to an audit in Buyer pursuant to Article 9 hereof. Buyer’s Auditor shall execute a confidentiality agreement and shall report its conclusions to both Merck and Buyer without disclosing to Buyer any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records information about pricing or discounts for any of the Auditee will Product, except information that Merck is required to submit to Buyer pursuant to Article 9, including the correct figures if the auditor believes any price or other information submitted by Merck was incorrect. Payment for any audit services rendered by Buyer’s Auditor shall be referred made by Buyer; provided that if such audit uncovers a substantive error, then the fees of such accounting firm shall be paid for by Merck. Merck shall submit, to as the “Audit Rights HolderMerck’s best knowledge and belief upon reasonable investigation, accurate information to Buyer’s Auditor.”

Audits. Virpax shall keep (aand shall cause its Affiliates and Sub-licensees to keep) Each Party maycomplete and accurate records pertaining to the sale or other disposition of Products in sufficient detail to permit MedPharm to confirm the accuracy of all royalty payments due hereunder for at least seven (7) full calendar years following the end of the calendar year to which they pertain. MedPharm shall have the right, upon request and at its expense (except as provided for herein)once annually, to cause an internationally recognized independent accounting firm selected by it (except one independent, certified public accountant reasonably acceptable to whom the Auditee has a reasonable objection), (the “Audit Team”) Virpax to audit such records solely to confirm Net Sales and royalties for a period covering not more than the preceding three (3) full calendar years. No calendar year shall be subject to audit under this section more than once. Such audits may be exercised during ordinary normal business hours upon reasonable prior written notice of not less than sixty (60) days to Virpax in the books location where the records are maintained. The auditor will execute a confidentiality agreement in a form acceptable to Virpax with Virpax and records of the other Party will disclose to MedPharm only such information as is reasonably necessary to provide MedPharm with information regarding any actual or potential discrepancies between amounts reported and the correctness of any payment made or required to be made to or by such Party, actually paid and any report underlying such payment (or lack thereof), pursuant to the terms of amounts payable under this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit The auditor will send a copy of the Auditee’s books report to Virpax at the same time it is sent to MedPharm. The report sent to both Parties will include the methodology and records: (i) calculations used to determine the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records results. Prompt adjustments shall still be made available if such records impact another financial year which is being audited, and (iii) by the Audit Rights Holder shall only be entitled Parties to audit books and records of an Auditee from reflect the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling results of such audit. The Auditee MedPharm shall provide bear the full cost of such Audit Team(saudit unless such audit discloses an underpayment by Virpax of more than five percent (5%) with full and complete access to of the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis amount due for any determination by calendar quarter (a “Material Underpayment”) under this Agreement, in which case, Virpax shall bear the full cost of such audit and shall promptly remit to MedPharm the amount of such Material Underpayment. If either (a) a Material Underpayment is found or (b) an Audit Team shall be made available first for review and comment by independent auditor determines that there are insufficient records to support the Auditeecalculation of the royalty payments due under this Agreement, and the Auditee then MedPharm shall have the right, at its expense, to request audit Virpax quarterly for the two calendar years succeeding the applicable triggering event. If any subsequent audit contemplated by the previous sentence reveals a further determination Material Underpayment, the cost of such subsequent audit shall be borne by Virpax. If such Audit Team as audit discloses an overpayment by Virpax, then Virpax will deduct the amount of such overpayment from amounts otherwise owed to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of MedPharm under this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party may, upon request and at its expense (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee WEA shall have the right, at its WEA’s sole expense, to request a further determination examine (and/or to appoint representatives to examine) Company’s (and Company’s Affiliates’) books and records in order to: (i) verify the correctness of any invoice prepared and rendered by such Audit Team as to matters which Company in accordance with Paragraph 7(a); (ii) establish the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business applicability of the Auditee except provisions contained in Paragraph 5 of the main body of the Agreement, Paragraphs 12 and/or 15 of this Exhibit, and/or the occurrence of any Termination Event; or (iii) otherwise establish compliance by Company with its obligations under this Agreement; provided, however, that which should properly only independent, third-party auditors (i.e., auditors other than WEA’s then-current outside auditor) shall be utilized for the review of Company’s books and records. Independent third-party auditors shall have been contained access to all information necessary to perform their duties, however nothing in any report required provided to WEA or its Affiliates by any such independent third-party auditors shall impart to WEA or its Affiliates any competitively-sensitive information about Company, Company’s Affiliates or any third parties for which Company renders any services. If any such audit reveals that WEA and/or WEA’s Affiliates have been overcharged, Company shall reimburse WEA in the amount of the overcharge. If any such audit reveals that WEA has been overcharged by an amount exceeding ** for the audit period, Company shall reimburse WEA in the amount of the overcharge plus all fees paid by WEA to the auditors concerned in connection with such audit and any other actual, documented, out-of-pocket expense incurred by WEA in connection with such audit. Company shall pay interest to WEA on the amount of the overcharge at **. Regardless of the number of audits conducted hereunder or otherwise revealing the same specific overcharge to WEA, Company shall not be required to be disclosed repay to WEA the Audit Rights Holder amount of any such overcharge more than once. WEA’s audit right shall survive the expiration or termination of the Term for two (2) years; provided, however, that to the extent WEA or any of WEA’s Affiliates are required by law or contract to audit, to provide audits or to provide information which cannot be reasonably obtained without an audit for any third party subsequent to two (2) years after the expiration or termination of the Term, then WEA’s audit rights shall be so extended beyond such date as may be reasonably necessary for WEA to verify the payments required to be made pursuant comply with such obligations. Company shall retain all books and records related to the terms performance of this Agreement. Services hereunder after the expiration or termination of the Term for so long as WEA may need to perform audits hereunder, but in no event for more than three (e3) If years after the audit shows any under-reporting or underpaymentrendition of the invoice with respect to the Services to which such invoice relates; provided, or overcharging by any Partyhowever, that under-reportingbefore Company destroys any books or records, underpayment or overcharging Company shall be reported deliver written notice of such intent to destroy to WEA not more than sixty (60) days, and not less than thirty (30) days, before the Audit Rights Holder and the underpaying or overcharging Party intended date of destruction. WEA shall remit such underpayment or reimburse such overcompensation have fifteen (together with interest at the rate set forth in Section 9.1315) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess receipt of [**] percent ([**]%) such notice to request copies of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records to be destroyed, in which case Company shall make copies of such books and records and deliver the Auditee will be referred same to as the WEA (but excluding information related to other customers of Company) at WEA’s expense (but at Company’s expense if such copies are of electronic files). As used herein, “Audit Rights Holderbooks and records” shall include, without limitation, physical data and data stored in any electronic, magnetic or optical format.”

Audits. (a) Each Party mayDecolar shall have the right to directly audit, upon request or have an agent, accountant or other representative, audit, all activity in connection with the Agreement, including, but not limited to, the Mark-Up Limit and at its expense the Preferred Supplier Agreements (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit TeamDecolar Audit”) upon providing at least thirty (30) days’ prior written notice to audit during ordinary business hours the books and records HBX. Decolar Audits shall not be more than twice per year, unless non-compliance by HBX is detected in at least [***] of the other Party and the correctness material points audited in one (1) of any payment made or required to those audits. In such case, Decolar Audits shall be made to or by such Party, and any report underlying such payment four (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI4) per year. (b) In respect of each audit of The Parties shall schedule a mutually convenient time for the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]Audit; provided that the Auditee’s records any Decolar Audit shall still be made available if such records impact another financial year which conducted during normal business hours and in a manner that is being auditednot disruptive to HBX’ business. Also, and (iii) the Audit Rights Holder shall only not be entitled biased towards a specific portion of HBX’ business and needs to audit books be representative enough of the portion of the HBX business that is relevant for Decolar to achieve the Total Volume Target. HBX will provide aggregated and records annualized information in connection with the Decolar Audit. The Decolar Audit shall encompass HBX and all of an Auditee from its Affiliates, if those Affiliates are invoicing Decolar under the [**] Calendar Years prior Agreement or are party to any of the Calendar Year in which lodging agreements of HBX Lodging Products distributed through the audit request is madeHBX-API. (c) In order HBX shall have the right to initiate directly audit Decolar, or have an agent, accountant or other representative, audit for a particular Calendar Yearall activity in connection with the Agreement, including, but not limited to, the Audit Rights Holder must provide Total Volume Target, Excluded Lodging Providers (an “HBX Audit” and collectively, with the Decolar Audit, an “Audit”) upon providing at least thirty (30) days’ prior written notice to the AuditeeDecolar. The Audit Rights Holder exercising its audit rights HBX Audits shall provide the Auditee with notice of not be more than twice per year, unless non-compliance by Decolar is detected in at least [***] proposed dates of the audit not less than [**] days prior to the first proposed datematerial points audited in one (1) of those audits. The Auditee will reasonably accommodate the scheduling of In such audit. The Auditee case, HBX Audits shall provide such Audit Team(sbe four (4) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such auditper year. (d) The audit report and basis Parties shall schedule a mutually convenient time for the HBX Audit; provided that any determination by an HBX Audit Team shall be made available first for review conducted during normal business hours and comment by the Auditee, in a manner that is not disruptive to Decolar’s business and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (needs to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business representative enough of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to portion of the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of Decolar business related with this Agreement. Decolar will provide aggregated and annualized information in connection with the HBX Audit. The HBX Audit shall encompass Decolar and all of its Affiliates, if those Affiliates are purchasing HBX Lodging Products distributed through the HBX-API. (e) The Audit shall be at the sole cost of the auditing Party unless the Audit determines non-compliance by the non-auditing Party or its relevant Affiliates, in which case, the non-auditing Party shall bear all costs of the Audit and the auditing Party for the damages caused to the auditing Party by such non-compliance. If the audit shows Audit determines material non-compliance by the non-auditing Party or its relevant Affiliates, such material non-compliance shall be remedied within a period of sixty (60) days from the date in which the non-auditing Party was informed in writing by the auditing Party of the detected non-compliance. In case of independent auditor that access Confidential Information, the Auditing Party shall ensure that the auditor will comply with all applicable confidentiality obligations and shall not disclose any under-reporting Confidential Information to the other Party or underpayment, or overcharging by any third party without the prior written consent of the audited Party, that under-reporting, underpayment except as required by law or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costsregulation. (f) Both Parties agree to work together in a cooperative and collaborative manner to achieve the objectives outlined in this Agreement. For the purposes of the audit rights described hereinthis purpose, an individual each Party subject shall use its Commercially Reasonable Efforts to an audit in any given year will be referred to as the “Auditee” and share applicable information with the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to Party, as the “Audit Rights Holderreasonably necessary.”

Audits. (a) Each Party mayArray shall keep complete, upon request true and accurate books and records in accordance with its Accounting Standards in sufficient detail for Novartis to confirm the [*] due under this Agreement. Array shall keep such books and records for at its expense (except as provided least [*] following the end of the fiscal year to which they pertain. Novartis shall have the right for herein), cause a period of [*] after receiving any invoice with respect to payments due and payable hereunder to appoint an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit TeamAuditor”) reasonably acceptable to audit Array to inspect the relevant records of Array or its Affiliates to verify such reports, statements, records or books of accounts, as applicable. Before beginning its audit, the Auditor shall execute an undertaking reasonably acceptable to Array by which the Auditor shall keep confidential all information reviewed during ordinary such audit. Array and its Affiliates, as applicable, shall make its records available for inspection by such Auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from Novartis, solely to verify the accuracy of Array’s or its Affiliate’s payment records or books of accounts and records of the compliance in other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of respects with this Agreement. Prior The Auditor shall have the right to commencing disclose to Novartis the results and its work conclusions regarding any Reimbursable Costs owed under this Agreement, and Novartis shall treat such conclusions as Confidential Information pursuant to Article VII of the Termination Agreement. For the avoidance of doubt, notwithstanding the foregoing, the Auditor shall not disclose to Novartis any more detailed information than Novartis would have otherwise been entitled to receive pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each Agreement absent this audit of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditeeright. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team the Auditor shall be made available first for review and comment by the AuditeeArray, and the Auditee Array shall have the right, at its expense, to request a further determination by such Audit Team Auditor as to matters which the Auditee that Array disputes (to be completed no more than [**] days after the first determination applicable audit report is provided to such Auditee Array and to be limited to the disputed matters). If the Parties disagree as to such further determination, such dispute shall be resolved pursuant to Section 10.9 of the Termination Agreement. Such Audit Team inspection right shall not disclose be exercised more than once in any calendar year during the Term and once thereafter. Novartis shall pay its own costs of such inspections, as well as its own legal expenses associated with enforcing its right with respect to any payment hereunder, except that in the Audit Rights Holder event there is any information relating to the business downward adjustment in aggregate amounts payable for any calendar year shown by such inspection of more than [*] of the Auditee except that which should properly have been amount paid for such calendar year, Array shall pay for such inspection. Array shall promptly reimburse Novartis the amount of any overpayment by Novartis of Reimbursable Costs. Novartis shall promptly pay Array the amount of any underpayment by Novartis of Reimbursable Costs. 6 [*] Certain confidential information contained in any report required hereunder or otherwise required to be disclosed to this document, marked by brackets, has been omitted and filed separately with the Audit Rights Holder to the extent necessary to verify the payments required to be made Securities and Exchange Commission pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) Rule 406 of the amounts properly determined, the underpaying or overcharging PartySecurities Act of 1933, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection amended. Confidential treatment has been requested with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costsrespect to this information. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party mayUpon the written request of Sublicensor, upon request Sublicensee shall permit an independent certified public accounting firm of recognized standing, selected by Sublicensor and at its expense acceptable by Sublicensee (except as provided for hereinthat such accounting firm shall not be retained or compensated on a contingency basis and shall have entered into a confidentiality agreement with Sublicensor in the form and substance reasonably satisfactory to Sublicensee), cause an internationally recognized independent to have access not more than once in any Calendar Year, during normal business hours, to such of the records of Sublicensee as may be reasonably necessary to verify the accuracy of the reports under Section 4.3 hereof for any year ending not more than twenty four (24) months prior to the date of such request. The accounting firm selected shall disclose to Sublicensor whether the reports are correct or incorrect, the specific details concerning any discrepancies (including the accuracy of the calculation of Net Sales and the resulting effect of such calculations on the amounts payable by it (except one to whom the Auditee has Sublicensee under this Sublicense Agreement) and such other information that should properly be contained in a reasonable objection), report required under this Sublicense Agreement (the “Audit TeamReport”) to audit during ordinary business hours the books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect If such accounting firm concludes that additional amounts were owed during such year, and Sublicensee agrees with such conclusion, then Sublicensee shall pay the additional payments, together with interest at the Prime Rate on the amount of each audit such additional payments, within thirty (30) days of the Auditeedate Sublicensee delivers the Audit Report to Sublicensee. In the event that Sublicensee disagrees with the accounting firm’s books conclusion, Sublicensee shall not have the obligation to make any additional payments to Sublicensor until there is a mutual agreement of the Parties regarding the amount owed by Sublicensee. For the avoidance of doubt, Sublicensee is not obligated to pay any interest for the period during which the Parties were in dispute of the account firm’s conclusion and records: amount owed thereunder. In the event such accounting firm concludes that amounts were overpaid by Sublicensee during such period, Sublicensor shall repay Sublicensee the amount of such overpayment, together with interest at the Prime Rate on the amount of such overpayment, within thirty (i30) days of the Auditee may date the auditing Party delivers to the audited Party such accounting firm’s Audit Report. The fees charged by such accounting firm shall be audited only [**]paid by Sublicensor provided, (ii) no records for any given year for however, that if an Auditee may be audited error in favor of the Sublicensor of more than [**]; provided that five percent (5%) of the Auditee’s records payments due hereunder for the period being reviewed is discovered, then the fees and expenses of the accounting firm shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is madepaid by Sublicensee. (c) In order Upon the expiration of twenty four (24) months following the end of any year for which Sublicensee or Sublicensor has made payment in full of amounts payable with respect to initiate an audit for such year, and in the absence of negligence or willful misconduct of Sublicensee or Sublicensor or a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination contrary finding by an Audit Team accounting firm pursuant to Section 4.5(a), such calculation shall be made available first for review binding and comment by the Auditeeconclusive upon Sublicensee or Sublicensor, and the Auditee shall have the rightSublicensee or Sublicensor, at its expenseas applicable, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported released from any liability or accountability with respect to the Audit Rights Holder and the underpaying royalties or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support payments for such audit-related costsyear. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Upon at least fifteen (15) days’ prior written notice, either Party or its representatives may, upon request and at its expense (except as provided for herein)which in the case of Company may include the Upstream Parties, audit, or cause an internationally internationally-recognized independent accounting firm selected by it (except one to whom the Auditee audited party has a reasonable objection), ) (the “Audit Team”) to audit during ordinary business hours the books and records of the other Party and Party, its Affiliates, or in the case of Licensee any Sublicensees, relevant to the correctness of any payment made or required to be made to or by such Partyparty, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality and non-use agreement with the Auditee obligating audited party. For clarity, with respect to audits performed on behalf of an Upstream Party, such audits shall be limited to the Audit Team review of such books and records necessary to confirm payment made or required to be bound by obligations of confidentiality and restrictions on use of made to such Confidential Information that are no less restrictive than the obligations set forth in Article XIUpstream Party pursuant to this Agreement. (b) In respect of each audit of the Auditeeaudited party’s books and records: (i) the Auditee audited party may be audited only [**]once per Calendar Year, unless such audit reveals an underpayment of more than five percent (5%); and (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder auditing party shall only be entitled to audit books and records of an Auditee audited party from the [**] five (5) Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditeeaudited party, and the Auditee audited party shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee audited party disputes (to be completed no more than [**] thirty (30) days after the first determination is provided to such Auditee audited party and to be limited to the disputed matters). If the Parties disagree as to such further determination, the auditing party and the audited party 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 auditing and audited parties. Such Audit Team accountants shall not disclose to the Audit Rights Holder auditing party any information relating to the business of the Auditee audited party except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments payments, calculations, and reports required to be made pursuant to the terms of this Agreement. (ed) If the audit shows any under-reporting or underpayment, or overcharging by any Partyparty, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder audited party and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the annual interest rate set forth of one percent (1%) over bank prime loan rate as published in Section 9.13the U.S. Federal Bulletin H.15 or its successor on the last Business Day of the applicable Calendar Quarter prior to the audit) to the underpaid or overcharged Party within [**] twenty (20) days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] five percent ([**]5%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder auditing party conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] twenty (20) days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party may, upon request and at its expense (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the Licensee shall keep books and records of adequate to accurately determine the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of payments due under this Agreement. Prior The books and records must be retained for five (5) years after the delivery of the royalty report to commencing its work pursuant which they relate. ITC shall have the right, no more than once per calendar year, to this Agreementhave an independent certified public accountant, the Audit Team who shall enter into an appropriate confidentiality ____________ ** Material has been omitted and filed separately with the Commission. nondisclosure agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit of the Auditee’s books and records: (i) the Auditee may be audited only [**]Licensee, (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit inspect all relevant books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. Licensee on seven (c7) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written business days notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the during regular business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary hours to verify the reports and payments required to be made pursuant hereunder. The auditor shall disclose to the terms of this Agreement. (e) If the audit shows ITC no more information than is reasonably necessary to determine any under-reporting or underpayment, or overcharging by any Party, that under-reporting, royalties owed hereunder. Should an underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) be discovered, Licensee shall pay the cost of the amounts properly determinedaudit. In any event, Licensee shall promptly pay any underpayment together with interest at the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within annual rate of [**] days after receiving appropriate invoices and other support for percent ([**]%). All information obtained through such audit-related costsaudit shall be held in confidence by ITC. (fb) For Licensee shall have the right, no more than once per calendar year, to have a mutually acceptable independent certified public account, who shall enter into an appropriate nondisclosure agreement with ITC, inspect all relevant agreements, books and records, agreements, judgements, litigation settlements, arbitration awards and the like, relating to the Licensed Patents on seven (7) business days notice and during regular-business hours to verify the most favored licensee status of Licensee, taking into account the economic value of all relevant factors. The auditor shall disclose to Licensee no more information than is reasonably necessary for Licensee to verify its most-favored licensee status, and except in those extraordinary circumstances where the identity of a third party to an agreement or adjudication with ITC is essential information for the purposes of evaluating such agreement or adjudication, the auditor shall not disclose the identity of any such third party to Licensee. All information obtained through such audit rights described herein, an individual Party subject to an audit shall be held in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holderconfidence by Licensee.”

Audits. (a) Each Party mayUpon the written request of Licensor and not more than once in each Calendar Year, upon request and at its expense (except as provided for herein), cause Licensee shall permit an internationally recognized independent certified public accounting firm of nationally recognized standing selected by it (except one Licensor and reasonably acceptable to whom the Auditee has a reasonable objection)Licensee, (the “Audit Team”) at Licensor’s expense, to audit have access during ordinary normal business hours to such of the books and records of Licensee as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than twenty-four (24) months prior to the date of such request. The accounting firm shall disclose to Licensor only whether the royalty reports are correct or incorrect and the amount of any discrepancy. No other information shall be provided to Licensor. [47a] This provision limits audit rights to one time per year. Any more might be onerous on Licensee. Licensee should include a limitation on the length of the audit e.g. 2 days since audits can be disruptive to the business. [47b] It is important that Licensee limit the transmission of its confidential information, via the auditors, to Licensor. If such accounting firm correctly identifies a discrepancy of ten percent (10%) or more of the payment(s) audited for such period, the appropriate Party shall pay the other Party and the correctness amount of any payment made the discrepancy within thirty (30) days of the date Licensor delivers to Licensee such accounting firm’s written report so correctly concluding, or required to be made to or as otherwise agreed upon by the Parties. The fees charged by such Party, accounting firm shall be paid by Licensee. [48] Licensor may argue that it will only correct discrepancies in favor of Licensor and will not repay any report underlying such payment (or lack thereof), overpayments by Licensee to Licensor. Licensee shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the terms sublicensee to make reports to Licensee, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Licensor’s independent accountant to the same extent required of Licensee under this Agreement. Prior [49] Licensor may wish to commencing its work pursuant require any sublicenses to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit include certain critical provisions of the Auditee’s books and records: license e.g. confidentiality, liability, insurance, etc. Upon the expiration of twenty-four (i24) months following the Auditee may be audited only [**], (ii) no records for end of any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice calculation of royalties payable with respect to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team Calendar Year shall be made available first for review binding and comment by the Auditeeconclusive upon Licensor, and Licensee and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. [50] This provision favors the Auditee shall have the right, at its expense, Licensee and does not consider potential patent litigation relating to request a further determination by such Audit Team as to matters which the Auditee disputes (to disputed royalties that may extend over multiple years. Licensor should consider situations where Royalties may not be completed no more than [**] days after the first determination is provided accurately determined due to such Auditee complications. Licensor shall treat all financial information subject to review under this Section 4.5 or under any sublicense agreement in accordance with the confidentiality and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Licensee and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party mayManager shall engage Arthur Andersen LLP, unless ▇ ▇▇▇▇erent mutually agreed upon request auditor is substituted ("Regular Auditor"), to audit the operations of the Companies, (i) for the purpose of calculating the Performance Fee ("Performance Fee Statements") and (ii) as of and at its expense (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), end of each year occurring after the date hereof (the “Audit Team”) to audit during ordinary business hours the books and records "Audited Statements"). A sufficient number of copies of the other Party Performance Fee Statements and the correctness Audited Statements shall be furnished to the Companies and Manager as soon as available to permit the Companies and Manager to meet any public reporting requirements as may be applicable to them, but in no event later than ninety (90) days following the end of any payment made or required such fiscal period (such 90th day to be made to or by such Party, and any report underlying such payment (or lack thereofthe "Audit Day"), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use Any cost of such Confidential Information that are no less restrictive than the obligations set forth in Article XIstatements shall be deemed an Operating Expense. (b) In respect of each audit Nothing herein contained shall prevent either party ("Initiator") from designating an additional independent nationally recognized accounting firm ("Special Auditor") to review one of the Auditee’s books Performance Fee Statements or Audited Statements at the Initiator's expense (which shall not be an Operating Expense). In the event of any dispute between the Regular Auditor and records: the Special Auditor as to any item subject to audit, the Regular Auditor and the Special Auditor shall select a third nationally recognized accounting firm (i"Third Auditor") whose resolution on the Auditee may non-prevailing party of such dispute to pay the fees and expenses of the Special Auditor or Third Auditor shall bind the parties. The fees of the Third Auditor shall be audited only [**]paid by either the Companies or Manager, (ii) no records for any given year for an Auditee may be audited more than [**]; provided that based upon which of them the Auditee’s records shall still be made available if such records impact another financial year which is being auditedThird Auditor designates as the non-prevailing party, and (iii) the Third Auditor may also, in its sole discretion, impose the costs of the Special Audit Rights Holder shall only be entitled to audit books and records of an Auditee from on the [**] Calendar Years prior to the Calendar Year in which the audit request is madenon-prevailing party. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee If no Special Auditor shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] been designated within 60 days after the first determination is provided to such Auditee and to be limited to delivery of a Performance Fee Statement or an Audited Statement, the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging same shall be reported final and binding upon the parties to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit this Agreement for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costsall purposes. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party mayMember shall have the right to audit any unaudited financial statements delivered pursuant to Section 7.4 during the period of 150 days following the end of each calendar year, upon request and at its expense (except or such other period as provided for herein), cause an internationally recognized independent accounting firm selected may otherwise be mutually agreed by it (except one to whom the Auditee has a reasonable objection), Managing Members (the “Annual Audit TeamPeriod”) ), by delivery of written notice to audit during ordinary business hours the books and records Managing Member of the other Party and the correctness of any payment made or required Segment subject to be made to or by such Partyaudit, and any report underlying such payment (or lack thereof)which notice shall set forth, pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreementin reasonable detail, the Audit Team shall enter into an appropriate confidentiality agreement with intended scope of the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XIaudit. (b) In respect Not less than 15 Business Days after delivery of such audit notice, the auditing Member shall have the right to audit any unaudited financial statements delivered pursuant to Section 7.4 within the 24 calendar month period immediately preceding the date of such notice; provided, however, no audit under this Section 7.5 may be conducted more than once in any 12 calendar month period. Each Member must provide the Managing Member of the Segment subject to an audit a written notice of any claims for all discrepancies disclosed by said audit and related to the 24 calendar month period subject to such audit. The cost of each such audit shall be borne by the Member(s) requesting the audit. Any such audit shall be conducted in a manner designed to result in a minimum of inconvenience and disruption to the operations of the Auditee’s books Company and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited Segment Subsidiaries. Where more than [**]; provided one Member requests an audit covering the same period, the requesting Members shall make every reasonable effort to conduct joint or simultaneous audits. Unless otherwise mutually agreed, any audit shall be conducted at the principal office of the Managing Member that prepared the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior statements subject to the Calendar Year in which the audit request is madeaudit. (c) In order to initiate The Member(s) requesting an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days may request information prior to the first proposed date. The Auditee will reasonably accommodate commencement of the scheduling audit, and the Managing Member of the Segment subject to such audit shall, to the extent available, provide the information requested as soon as practicable in order to facilitate the forthcoming audit. The Auditee shall provide such Audit Team(s) with full and complete access Managing Member shall, to the applicable books and records and otherwise reasonably cooperate with extent practicable, provide the information in electronic format or hard copy within the later of (i) 30 days after the written request or (ii) 60 days after such auditMember’s initial audit notice. The information requested shall be limited to that normally used for pre-audit work. (d) The Any information obtained by a Member in connection with the conduct of an audit report and basis for any determination by an Audit Team (whether related solely to the Company or otherwise) shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited subject to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms confidentiality provisions of this Agreement. (e) If At the conclusion of an audit, the Members shall endeavor to settle outstanding matters expeditiously. To that end, the Member(s) requesting the audit shows shall make a reasonable effort to prepare and distribute a written report to each Managing Member as soon as reasonably practicable and in any under-reporting or underpaymentevent within 90 days after the conclusion of an audit. The report shall include all Claims, or overcharging by any Partyif any, that under-reporting, underpayment or overcharging shall be reported arising from such audit together with comments pertinent to the Audit Rights Holder operation of the accounts and records. The Managing Member of the underpaying or overcharging Party Segment subject to such audit shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) make a reasonable effort to reply to the underpaid or overcharged Party within [**] report in writing as soon as possible and in any event no later than 90 days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) delivery of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costsreport. (f) For All adjustments resulting from an audit agreed to between the purposes Managing Member of the audit rights described herein, an individual Party Segment subject to an such audit in any given year will be referred to as the “Auditee” and the other Party who has certain Member(s) requesting such audit shall be reflected promptly in the Company’s books and respective rights records and reported to each Managing Member. If any dispute shall arise in connection with an audit, it shall be reported to and discussed by the Managing Members within 60 days. If no settlement can be reached by the parties to the dispute within 120 days after delivery of the report to the Managing Members, any party to the dispute may refer the matter to resolution in accordance with Section 12.2. (g) Notwithstanding anything to the contrary in this Agreement, no Member shall have the right to audit or access the books and records of any Member or any Affiliate of a Member or access any Contract to which any Member or any Affiliate of a Member is a party if the Auditee will be referred to as the “Audit Rights HolderCompany or a Segment Subsidiary is not a party thereto.”

Audits. 3.6.1 Cell Therapeutics shall, and shall cause the Cell Therapeutics Entities to keep complete, true and accurate books and records in accordance with Cell Therapeutics’ Accounting Standards, in sufficient detail for Novartis to determine the payments due under this Agreement, for at least three (a3) Each Party mayyears following the end of the fiscal year to which they pertain. 3.6.2 Novartis shall have the right to appoint an independent, upon request and at its expense (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit TeamAuditor”) to audit during ordinary business hours the books and relevant records of the other Party and the correctness of Cell Therapeutics Entities to confirm any payment made or required amounts payable pursuant to be made to or by such PartySection 3.1, Net Sales, royalties, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive other amounts payable hereunder for a period covering not more than the obligations set forth in Article XI. preceding two (b2) In respect of each audit of the Auditee’s books and records: (i) the Auditee may be audited only [**]fiscal years; provided, (ii) no records for any given year for an Auditee may be audited more than [**]; provided however, that the Auditee’s records shall still be made available if such records impact another financial year which Auditor is being auditedreasonably acceptable to Cell Therapeutics and before beginning its audit, and (iii) the Audit Rights Holder shall only be entitled executes an undertaking reasonably acceptable to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in Cell Therapeutics by which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights Auditor shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with keep confidential all information reviewed during such audit. 3.6.3 Cell Therapeutics shall make its relevant records (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business those of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to Cell Therapeutics Entities, as applicable) available for inspection by Novartis during regular business hours at the Audit Rights Holder to facility(ies) of the extent necessary Cell Therapeutics Entities where such records are customarily kept, upon reasonable notice from Novartis solely to verify the accuracy of the reports given and payments required due hereunder. Such audit right may only be exercised once per Calendar Year by Novartis and only once with respect to be made pursuant to the terms of this Agreementrecords covering any specific fiscal year. (e) If 3.6.4 Novartis shall bear the audit shows any under-reporting or underpaymentfull cost of such audit, or overcharging by any Party, that under-reporting, unless it discloses an underpayment or overcharging shall be reported to of the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [payments audited of more than **] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) * of the amounts properly determineddue over the audited period, in which case, **. Cell Therapeutics shall promptly remit to Novartis the underpaying or overcharging Partyamount of any underpayment of milestones, as royalties, and any other payments due hereunder, including reimbursement, if applicable pursuant to this Section 3.6.4, of the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting cost of the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party mayBlack Belt may have an independent certified public accountant, upon request reasonably acceptable to CASI, access and at its expense (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit examine during ordinary normal business hours the books and upon reasonable prior written notice, only those records of the other Party CASI (and its Affiliates and Sublicensees, as applicable) retained pursuant to Section 5.8 (Records) as may be reasonably necessary to determine, the correctness or completeness of any payment Royalty Payment made or required under this Agreement, provided, however, that with respect to be made to or by any Black Belt Royalty Payment, such Partyindependent certified public accountant may only inspect records of CASI (and its Affiliates and Sublicensees, and any report underlying such payment (or lack thereof), as applicable) retained pursuant to the terms of this AgreementSection 5.8 (Records) in any Calendar Year ending not more than *** years before such request. Prior to commencing its work pursuant to any such audit under this Agreement, the Audit Team shall each such independent certified public accountant conducting an audit must enter into an appropriate and reasonable confidentiality agreement with CASI pursuant to this Section 5.9 (Audits). The foregoing right of review may be exercised only once in any 12-month period and only once with respect to each such payment unless an issue is revealed by a subsequent audit. Such accountant will disclose only whether the Auditee obligating Royalty Payments are correct or not, and the Audit Team specific details concerning any discrepancies. No other information will be shared and such results will be subject to be bound ARTICLE 9 (Confidentiality). If the audit report concludes that (a) additional amounts were owed by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than CASI, then CASI will pay the obligations set forth in Article XI. additional amounts or (b) In respect of each excess payments were made by CASI, then such amounts will be deducted from future payments to Black Belt under this Agreement, in either case ((a) or (b)), within 30 days after the date on which such audit report is delivered to both Parties, unless disputed pursuant to Section 5.10 (Audit Dispute) below. Black Belt will bear the full cost of the Auditee’s books and records: (i) performance of any such audit, unless such audit reveals that the Auditee may be audited only [undisputed monies owed by CASI to Black Belt has been understated by more than **], (ii*%) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being period audited, and (iii) CASI shall, in addition, pay the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling costs of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party mayCubist shall have the right, upon request [ ]* prior written notice to Abbott, to conduct during normal business hours a quality assurance audit and at its expense (except inspection of ▇▇▇▇▇▇'▇ records and production facilities relating to the manufacture of Product, and follow-up audits as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one necessary. Such audits and inspections may be conducted from time to whom the Auditee has time on a reasonable objection), (the “Audit Team”) basis prior to audit during ordinary business hours the books and records production of the other Party first commercial Product order placed by Cubist and thereafter once each calendar year. The duration of such audits shall not exceed two (2) days and such audits shall be performed by no more than three (3) auditors, unless Cubist reasonably believes that a longer audit or additional personnel are necessary and provides its reasons for such belief to Abbott in writing. If Cubist wishes to perform audits more often than once per year or over a period in excess of [ ]*, Cubist shall pay Abbott [ ]* Dollars (US$[ ]*) per additional audit day. If more than three (3) auditors perform the correctness audit, Cubist shall pay Abbott [ ]* Dollars (US$ [ ]*) per additional auditor. In addition, Cubist shall have the right at any time during the Term, upon [ ]* prior written notice to Abbott, to conduct any audits specifically mandated by any regulatory authority or to respond to specific questions from any regulatory authority. Visits by Cubist to ▇▇▇▇▇▇'▇ production facilities may involve the transfer of any payment made or required to Confidential Information and shall be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant subject to the terms of this AgreementArticle 12 hereof. Prior The results of such audits and inspections shall be considered Confidential Information under Article 12 and shall not be disclosed to commencing its work pursuant third persons, including but not limited to this Agreementthe FDA and other government regulatory agencies, unless required by law and upon prior written notice to Abbott. In the Audit Team shall enter into event, Abbott fails to meet cGMPs or the Product Specifications, Abbott will be responsible, at ▇▇▇▇▇▇'▇ expense, for (i) conducting an appropriate confidentiality agreement investigation to define the probable causes for the failure, (ii) providing an acceptable cGMPs investigation report to Cubist for review and written approval and (iii) achieving compliance with cGMPs. * Confidential treatment requested: Material has been omitted and filed with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XICommission. (b) In respect of each audit of the Auditee’s books and records: (i) event the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided FDA or other governmental regulatory agency notifies Abbott that it intends to visit or inspect the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior Abbott production facilities relating to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must manufacture of Product. Abbott shall promptly provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior such visit or inspection to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full Cubist and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee Cubist shall have the right, at its expense, right to request a further determination by participate in such Audit Team as to matters which visit or inspection. Abbott shall advise Cubist immediately if an authorized agent of the Auditee disputes (to be completed no more than [**] days after FDA or other governmental regulatory agency visits the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information Abbott production facilities relating to the business manufacture of Product without prior notice. Abbott shall furnish to Cubist the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed by such agency of such visit to the Audit Rights Holder Abbott production facilities relating to the extent necessary to verify the payments required to be made pursuant to the terms manufacture of this AgreementProduct within [ ]* of ▇▇▇▇▇▇'▇ receipt of such report. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. During the Term and for a period of three (a3) Each Party mayyears thereafter, upon request DSP shall keep (and at shall cause its expense (except as provided for herein)Affiliates and sublicensees to keep) complete and accurate records pertaining to the sale or other disposition of Products in the Field in the Territory and calculations of Net Sales and payments required under this Agreement in sufficient detail to permit Intercept to confirm the accuracy of all payments due to it hereunder. Notwithstanding the foregoing, cause an internationally recognized independent accounting firm selected by it (except one should applicable Law in the Territory require DSP to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and retain records of the other Party and nature described in the correctness preceding sentence for a period longer than that set forth in the preceding sentence, DSP shall retain such records for the longer period; provided that Intercept shall advise of any payment made applicable record-keeping requirements imposed by laws outside the Territory. Intercept shall have the right to cause an independent, certified public accountant reasonably acceptable to DSP to audit such records to confirm Net Sales, royalty, milestone and other payments for a period covering up to but not more than the preceding twelve (12) calendar quarters; provided that any such accountant shall have previously entered into a confidentiality agreement reasonably satisfactory to DSP limiting its disclosure of such information to authorized representatives of the Parties or as required to under applicable Laws. Any such inspection shall be made to or for the sole purpose of verifying the calculation of payments on Net Sales of the Products in the Field in the Territory by such PartyDSP, and any report underlying such payment (its Affiliates or lack thereof)sublicensees and milestone, pursuant to the terms of royalty and other payments paid by DSP under this Agreement. Prior The accountant shall only disclose to commencing its work pursuant Intercept the findings of the audit and the specific details concerning any discrepancies. No other information shall be provided to this Agreement, Intercept. Such audit rights may be exercised during normal business hours upon reasonable prior written notice to DSP; provided that such audit right may be exercised no more than once in any twelve (12) -month period. Prompt adjustments shall be made by the Audit Team shall enter into an appropriate confidentiality agreement with Parties to reflect the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use results of such Confidential Information that are no less restrictive than audit. Intercept shall bear the obligations set forth in Article XI. (b) In respect full cost of each such audit unless such audit discloses an underpayment by DSP of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([***]%) of the amounts properly determinedamount of royalties or other payments due under this Agreement, in which case, DSP shall bear the underpaying or overcharging Partyfull cost of such audit. Portions of this Exhibit, as indicated by the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within ma▇▇ “[**] days after receiving appropriate invoices *],” were omitted and other support for such audit-related costs. (f) For have been filed separately with the purposes Secretary of the audit rights described herein, an individual Party subject Commission pursuant to an audit in any given year will be referred the Registrant’s application requesting confidential treatment pursuant to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records Rule 406 of the Auditee will be referred to Securities Act of 1933, as the “Audit Rights Holderamended.”

Audits. (a) Each Party mayAfter Marigold's Initial Contribution, upon request within ninety (90) days after the end of each calendar year, an audit shall be completed by certified public accountants or chartered accountants selected by, and at its expense (except as provided for herein)independent of, cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit Team”) to Manager. The audit during ordinary business hours the shall be conducted in accordance with generally accepted auditing standards and shall cover all books and records of maintained by the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work Manager pursuant to this Joint Venture Agreement, all Assets and Encumbrances, and all transactions and Operations conducted during such calendar year, including production and Inventory records and all costs for which the Audit Team Manager sought reimbursement under this Joint Venture Agreement, together with all other matters customarily included in such audits. All written exceptions to and claims upon the Manager for discrepancies disclosed by such audit shall enter into be made not more than three (3) months after receipt of the audit report, unless either Participant elects to conduct an appropriate confidentiality agreement with independent audit pursuant to Subsection 10(b) below which is ongoing at the Auditee obligating end of such three (3) month period, in which case such exceptions and claims may be made within the Audit Team period provided in Subsection 10(b). Failure to make any such exception or claim within such period shall mean the audit is deemed to be bound by obligations correct and binding upon the Participants. The cost of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than all audits under this Subsection shall be charged to the obligations set forth in Article XIBusiness Account. (b) In respect of Notwithstanding the annual audit conducted by certified public accountants selected by the Manager, each Participant shall have the right to have an independent audit of the Auditee’s books all Business books, records and records: (i) the Auditee may be audited only [**]accounts, (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior including all charges to the Calendar Year in which Business Account. This audit shall review all issues raised by the audit request is made. (c) In order to initiate an audit for a particular Calendar Yearrequesting Participant, with all costs borne by the Audit Rights Holder must provide written notice to the Auditeerequesting Participant. The Audit Rights Holder exercising its audit rights requesting Participant shall provide give the Auditee with notice of [**] proposed dates of the audit not less than [**] other Participant thirty (30) days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling notice of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The Any audit report and basis for any determination by an Audit Team conducted on behalf of either Participant shall be made available first for review during the Manager's normal business hours and comment by the Auditee, and the Auditee shall not interfere with Operations. Neither Participant shall have the rightright to audit records and accounts of the Business relating to transactions or Operations more than twelve (12) months after the calendar year during which such transactions, at its expenseor transactions related to such Operations, were charged to request a further determination the Business Account. All written exceptions to and claims upon the Manager for discrepancies disclosed by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days not more than one (1) month after receiving appropriate invoices completion and other support for delivery of such audit-related costs, or they shall be deemed waived. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party To validate Bayer's compliance with its obligations under or in connection with this Agreement, Licensor may, upon request during the course of this Agreement and for one (1) year after expiration or earlier termination of this Agreement, appoint an independent certified public accountant, at its Licensor's expense (except as provided for hereinotherwise contemplated below), cause to carry out an internationally recognized independent accounting firm audit of Bayer's records from time to time on behalf of Licensor. The auditors selected by it (except one Licensor shall be subject to whom the Auditee has a reasonable objection)acceptance by Bayer, (the “Audit Team”) to audit during ordinary business hours the books and records of the other Party and the correctness of any payment made or required such acceptance not to be made to or by unreasonably withheld. Any such Party, and any report underlying such payment (or lack thereof), audit shall be conducted pursuant to the following terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI.conditions: (b) In respect of each audit of the Auditee’s books and records: (i) Any such audits shall be conducted during regular business hours at Bayer's premises upon at least thirty (30) days' prior written notice by Licensor and shall not interfere unreasonably with the Auditee may be audited only [**], Bayer's business activities; (ii) no The auditor may inspect records for any given up to three (3) years after the end of the period to which they pertain; (iii) Except in the case of a discrepancy or dispute, audits may not take place more than once per calendar year for an Auditee and no period may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and once; (iiiiv) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior Prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Yeartaking place, the Audit Rights Holder must provide written notice auditor shall undertake to the Auditee. The Audit Rights Holder exercising its audit rights Bayer that they shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full keep all information confidential and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee Licensor (except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate as set forth in Section 9.13clause (v) below) or any Third Party, and shall only use the same for the purpose of calculations which they need to perform hereunder; (v) Details of the auditor's findings (including, for the avoidance of doubt, monetary values and supporting calculations) shall not be shared with Licensor except in the form of a summary report. In any event, the results shall be communicated to Bayer before being shared with Licensor. Bayer shall be given a period of thirty (30) Business Days to review and respond to the auditor's findings before the summary report may be provided to Licensor, such reports to include Bayer's response to the findings; (vi) The auditor shall not be permitted to include any extrapolation calculations in their calculation of amounts underpaid or overcharged Party within [**] days after receiving to Licensor; (vii) If an audit reveals that Bayer has underpaid royalties due, Licensor may invoice Bayer for the audit report. Further, underpaid amount plus any interest payable pursuant to Section 8.4.5; if the audit reveals that Bayer has overpaid royalties due, Licensor shall credit Bayer for the overpaid amount plus any interest pursuant to Section 8.4.5; and (viii) If an annual period shows audit reveals an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] five percent ([**]5%) of the amounts properly determinedroyalties for the period subject to review by Licensor, then Bayer shall pay the underpaying or overcharging Partyreasonable costs of Licensor (which may, as to the case may beextent the audit is required under any Upstream License Agreement, shall reimburse include costs payable by Licensor to the applicable underpaid or overcharged Audit Rights Holder Upstream Licensor) in conducting the audit, for its respective audit fees and (including the reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes costs of the auditors) within sixty (60) days of Licensor notifying Bayer that the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”been completed. SECTION 10 INTELLECTUAL PROPERTY

Audits. (a) Each Such Borrower Party maywill furnish to each Managing Agent from time to time such information with respect to it and the Receivables as such Managing Agent may reasonably request. Such Borrower Party will, from time to time during regular business hours as requested by such Managing Agent upon request reasonable notice and at its expense (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records sole cost of the other Party and the correctness of any payment made or required to be made to or by such Borrower Party, and any report underlying permit such payment (Managing Agent, or lack thereof)its agents or representatives, pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit of the Auditee’s books and records: (i) to examine and make copies of and abstracts from all Records in the Auditee may be audited only [**]possession or under the control of such Person relating to the Receivables and the Related Security, including, without limitation, the related Contracts, and (ii) no records to visit the offices and properties of such Person for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Person’s financial condition or the Receivables and the Related Security or any given year Person’s performance under any of the Facility Documents or any Person’s performance under the Contracts and, in each case, with any of the Authorized Officers of Borrower or the Servicer having knowledge of such matters (the activities referred to in the preceding clauses (i) and (ii), collectively, an “Audit”); provided, that the Managing Agents shall use commercially reasonable efforts to coordinate the timing of Audits of the Managing Agents. Notwithstanding the foregoing, unless an Incipient Event of Termination or Event of Termination shall have occurred and be continuing or a Level 3 Ratings Period shall be in effect, Borrower Parties shall not be responsible for an Auditee may be audited the costs of more than [**]one Audit performed during any consecutive 12-month period unless the Managing Agents are unable to complete audits in respect of all of the Originators during a single Audit, in which event, the Borrower Parties shall be responsible for the cost of two Audits during such 12-month period; provided provided, that the Auditee’s records Borrower Parties shall still be made available responsible for the costs of additional Audits if the results of any such records impact another financial year which is being audited, and (iii) Audit shall be unsatisfactory or incomplete in the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates reasonable judgment of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such auditManaging Agents. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. a. Either Ligand or Co-Promotion Partner (aherein, the "Auditing Party") Each may demand, no more than once during any calendar year from the Effective Date until one (1) year following the end of such calendar year, an audit of the relevant books and records of Co-Promotion Partner or Ligand, as the case may be (herein, the "Audited Party") in order to verify the Audited Party's reports on the matters addressed in this Agreement. Upon no less than fifteen (15) days' prior written notice to the Audited Party, the Audited Party may, upon request and at its expense (except as provided for herein), cause an internationally shall grant reasonable access to members of a nationally recognized independent public accounting firm selected by it (except one the Auditing Party to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the relevant books and records of the other Audited Party in order to conduct a review or audit thereof. Such access shall be permitted during normal business hours. The accounting firm shall report its conclusions and calculations to the Auditing Party and the correctness of Audited Party; provided, that in no event shall the accounting firm disclose any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit information of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee Audited Party except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to Audited Party's reporting and other compliance with the terms of this AgreementAgreement and, at the request of the Audited Party, such accounting firm will execute appropriate non-disclosure agreements. In the event that the Audited Party is a subcontractor or sublicensee of Ligand, and is either unwilling or unable to permit such audit, then Ligand shall provide written assurances to Co-Promotion Partner, including, but not limited to, certification that (i) an audit was performed for Ligand by a nationally recognized public accounting firm; and (ii) the results of such audit either (A) revealed no significant deviations from Ligand's accounting practices and GAAP or (B) revealed significant deviations from Ligand's accounting practices and GAAP and the quality and quantity of such deviations. In the event that the Audited Party is a subcontractor or sublicensee of Co-Promotion Partner, and is either unwilling or unable to permit such audit, then Co-Promotion Partner shall provide written assurances to Ligand, including, but not limited to certification that (i) an audit was performed for Co-Promotion Partner by a nationally recognized public accounting firm; and (ii) the results of such audit either (A) revealed no significant deviations from Co-Promotion Partner's accounting practices and GAAP or (B) revealed significant deviations from Co-Promotion Partner's accounting practices and GAAP and the quality and quantity of such deviations. Except as hereinafter set forth, the Auditing Party shall bear the full cost of the performance of any such audit. (e) b. If the as a result of any audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of Audited Party it is shown that the Auditee will be referred Audited Party's payments to the Auditing Party under this Agreement with respect to the period of time audited were less than the amount which should have been paid to the Auditing Party pursuant to this Agreement, then the Audited Party shall pay to the Auditing Party the amount of such shortfall within thirty (30) days after the Auditing Party's demand therefor. If as a result of any audit of the “Audit Rights Holderbooks and records of Audited Party it is shown that the Audited Party's payments to the Auditing Party under this Agreement with respect to the period of time audited were more than the amount which should have been paid to the Auditing Party pursuant to this Agreement, then the Auditing Party shall pay to the Audited Party the amount of such overpayment within thirty (30) days after the Audited Party's demand therefor. In addition, if any amount of underpayment by the Audited Party is more than ten percent (10%) of the amount which should have been paid to the Auditing Party pursuant to this Agreement with respect to the period in question, then the Audited Party shall also reimburse the Auditing Party for its documented reasonable out-of-pocket costs and expenses incurred in connection with the audit.”

Audits. 9.9.1 Upon the written request of a Party (a“Auditing Party”) Each and not more than once in each Calendar Year, the other Party may, upon request and at its expense (except as provided for herein), cause “Auditee”) shall permit an internationally recognized independent certified public accounting firm of nationally recognized standing selected by it (except one the Auditing Party and reasonably acceptable to whom the Auditee has a reasonable objection)Auditee, (at the “Audit Team”) Auditing Party’s expense, to audit have access during ordinary normal business hours to such of the books and records of Auditee as may be reasonably necessary to verify the accuracy of the royalty reports, Adjusted Net Sales payments (including any reports or calculations relating to any NGM ANS Option exercised by NGM), or any other amounts payable hereunder for any Calendar Year ending not more than [*] prior to the date of such request. The accounting firm shall provide a written report to the Auditing Party that discloses only information necessary to verify whether the royalty reports or other financial reports furnished by the Auditee or the amount of payments by the Auditee under this Agreement are correct or incorrect, the amount of any discrepancy and basis for the accounting firm’s conclusion (if applicable) that there was a discrepancy. No other information shall be provided to NGM. 9.9.2 If such accounting firm correctly identifies a discrepancy made during such period, the appropriate Party shall pay the other Party the amount of the discrepancy within thirty (30) days of the date the Auditing Party delivers to the Auditee such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by the Auditing Party; provided, however, that, if such audit uncovers an underpayment of amounts by the Auditee that exceeds [*], then the fees of such accounting firm shall be paid by the Auditee. 9.9.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made (or any other applicable financial information) pursuant to such sublicense [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the correctness Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. and Merck shall use Commercially Reasonable Efforts to include in each such sublicense the sublicensee’s grant of access to such records by NGM’s independent accountant to the same extent required of Merck under this Agreement; provided, however, that if Merck cannot obtain such audit rights for NGM, then Merck shall (to the extent permitted under such sublicense) audit such sublicensee upon NGM’s reasonable request, and at NGM’s sole cost and expense, and Merck shall promptly share such audit results with NGM, including providing a copy of any payment made audit report (subject to any applicable confidentiality provisions). 9.9.4 Upon the expiration of [*] following the end of any Calendar Year, the calculation of royalties or required other amounts payable with respect to such Calendar Year shall be made to or by such binding and conclusive upon an Auditing Party, and the Auditee and its Affiliates (in the case of Merck, its Related Parties) shall be released from any report underlying liability or accountability with respect to royalties or other applicable payments for such payment (Calendar Year. 9.9.5 The Auditing Party shall treat all financial information subject to review under this Section 9.9 or lack thereof), pursuant to under any sublicense agreement in accordance with the terms confidentiality and non-use provisions of this Agreement. Prior , and shall cause its accounting firm to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate acceptable confidentiality agreement with the Auditee and/or its Affiliates or Related Parties, as applicable, obligating the Audit Team it to be bound by obligations of confidentiality and restrictions on use of retain all such Confidential Information that are no less restrictive than the obligations set forth information in Article XI. (b) In respect of each audit of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided confidence pursuant to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreementconfidentiality agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Upon the written request of a Party may, upon request and at its expense (except as provided for hereinthe "Examiner"), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection)and not more than once in each calendar year, (the “Audit Team”) to audit during ordinary business hours the books and records of the other Party and (the correctness "Examinee") will permit an independent certified public accounting firm of any payment made or required to be made to or nationally recognized standing selected by such PartyExaminer, and any report underlying reasonably acceptable to Examinee, at Examiner's expense, to have access during normal business hours, and upon reasonable prior written notice, to such payment (of the records of Examinee as may be reasonably necessary to verify the accuracy of the reports under Section 6.5 for the prior calendar quarter only. The accounting firm will disclose to Examiner only whether the reports are correct or lack thereof)incorrect and, pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreementif incorrect, the Audit Team shall enter into amount by which the reports reveal an appropriate confidentiality agreement with the Auditee obligating the Audit Team underpayment to Examiner; no other information will be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XIdisclosed. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) In respect If such accounting firm concludes that additional royalties or other payments were owed during such period, Examinee will pay the additional royalties or other payments, with interest from the date originally due [ * ], within [ * ] after the date Examiner delivers to Examinee such accounting firm's written report, subject to the provisions of each audit Section 6.10(d). If the amount of the Auditee’s books and records: (i) underpayment is greater than [ * ] of the Auditee may be audited only [**]total amount owed, (ii) no records then Examinee will in addition reimburse Examiner for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if its reasonable costs related to such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is madeaudit. (c) In order Examiner will treat all information subject to initiate an audit for review under this Section 6.10 in accordance with the confidentiality provisions of ARTICLE 8, and will cause its accounting firm to enter into a particular Calendar Yearconfidentiality agreement acceptable in form and substance to Examinee, the Audit Rights Holder must provide written notice obligating such firm to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior retain all such financial information in confidence pursuant to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such auditconfidentiality agreement. (d) If Examinee in good faith disputes the conclusion of the accounting firm under subsection (b) above that Examinee owes additional royalties or other payments, or any specific aspect of the conclusion, then Examinee will inform Examiner by written notice within [ * ] of receiving a copy of the audit containing such conclusion, specifying in detail the reasons for Examinee's disputing such conclusion. The audit report Parties will promptly thereafter meet and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request negotiate in good faith a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided resolution to such Auditee and dispute. In the event that the Parties are unable to resolve such dispute within [ * ] after such Examinee notice, the matter will be limited to resolved in a manner consistent with the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate procedures set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further11.12, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year interest will be referred payable on any additional royalties or other payments determined to be due in the same manner as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holderprovided for in Section 6.10(b).”

Audits. (a) Each Party mayUpon the written request of CytRx and not more than once in each Calendar Year, upon request and at its expense (except as provided for herein), cause Vical shall permit an internationally recognized independent certified public accounting firm of nationally recognized standing selected by it (except one CytRx and reasonably acceptable to whom the Auditee has a reasonable objection)Vical, (the “Audit Team”) at CytRx's expense, to audit have access during ordinary normal business hours to such of the books and records of Vical as may be reasonably necessary to verify the other Party accuracy of the royalty reports hereunder for any year ending not more than twenty-four (24) months prior to the date of such request. The accounting firm shall disclose to CytRx only whether the royalty reports are correct or incorrect and the correctness of specific details concerning any payment made or required discrepancies. No other information shall be provided to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XICytRx. (b) In respect of each audit If such accounting firm correctly concludes that additional royalties were owed during such period, Vical shall pay the additional royalties within thirty (30) days of the Auditee’s books and records: (i) the Auditee may be audited only date CytRx delivers to Vical such accounting firm's [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to Confidential portions of this page have been redacted and filed separately with the Calendar Year in which the audit request is madeCommission. (c) In order Vical shall include in each sublicense granted by it pursuant to initiate an audit for this Agreement a particular provision requiring the sublicensee to make reports to Vical, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by CytRx's independent accountant to the same extent required of Vical under this Agreement. Upon the expiration of twenty-four (24) months following the end of any Calendar Year, the Audit Rights Holder must provide written notice calculation of royalties payable with respect to the Auditee. The Audit Rights Holder exercising such year shall be binding and conclusive upon CytRx, and Vical and its audit rights sublicensees shall provide the Auditee be released from any liability or accountability with notice of [**] proposed dates of the audit not less than [**] days prior respect to the first proposed date. The Auditee will reasonably accommodate the scheduling of royalties for such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such auditCalendar Year. (d) The audit report and basis for CytRx shall treat all financial information subject to review under this Section 4.5 or under any determination by an Audit Team shall be made available first for review and comment by sublicense agreement in accordance with the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms confidentiality provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Vical obligating it to retain all such financial information in confidence pursuant to such confidentiality agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party may, upon request The following audit procedures shall apply: 24.1 Subject to BellSouth's reasonable security requirements and at its expense (except as may be otherwise specifically provided in this Agreement. Knology may audit BellSouth's books, records, and other documents once in each contract year for herein)the purpose of evaluating the accuracy of BellSouth's billing and invoicing. Knology may employ other persons or firms for this purpose. Such audit shall take place at a time and place agreed on by the Parties no later than thirty (30) days after notice thereof to BellSouth. 24.2 BellSouth shall promptly correct any billing error that is revealed in an audit, cause an internationally recognized independent accounting firm selected including making refund of any overpayment by it (except one to whom Knology in the Auditee has form of a reasonable objection), (credit on the “Audit Team”) to audit during ordinary business hours invoice for this first full billing cycle after the books and records Parties have agreed upon the accuracy of the other Party and the correctness of any payment made or required to audit results. Any disputes concerning audit results shall be made to or by such Party, and any report underlying such payment (or lack thereof), resolved pursuant to the terms dispute resolution procedures described in Section 12 of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit Part A of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If 24.3 BellSouth shall cooperate fully in any such audit, providing reasonable access to any and all appropriate BellSouth employees and books, records and other documents reasonably necessary to access the accuracy of BellSouth bills. 24.4 Knology may audit shows BellSouth's books, records and other documents more than once during any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, contract year if the previous audit for found uncorrected net variances or errors in invoices in BellSouth's favor with an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess aggregate value of [**] at least two percent ([**]2%) of the amounts properly determinedpayable by Knology for the services and elements or combinations provided during the period covered by the audit. 24.5 Audits shall be at Knology's expense, subject to reimbursement by BellSouth in the underpaying event that an audit finds an adjustment in the charges paid or overcharging Partypayable by Knology hereunder by an amount that is greater than ten percent (10%) of the aggregate charges for the services and elements during the period covered by the audit. 24.6 Upon (i) the discovery by BellSouth of overcharges not previously reimbursed to Knology; or (ii) the resolution of disputed audits, as BellSouth shall promptly reimburse Knology the case amount of any overpayment times the highest interest rate (in decimal value) which may bebe levied by law for commercial transactions, compounded daily for the number of days from the date of overpayment to and including the date that payment is actually made. In no event, however, shall reimburse the applicable underpaid interest be assessed on any previously assessed or overcharged Audit Rights Holder conducting the auditaccrued late payment charges. 24.7 This Section 24 shall survive expiration or termination of this Agreement for a period of two (2) years after expiration or termination, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said auditany reason whatsoever, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costsof this Agreement. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party mayUpon the written request of Avalon, upon request Athenex shall permit an independent certified public accounting firm of recognized standing, selected by Avalon and at its expense acceptable by Athenex (except as provided for hereinthat such accounting firm shall not be retained or compensated on a contingency basis and shall have entered into a confidentiality agreement with Avalon in form and substance reasonably satisfactory to Athenex), cause an internationally recognized independent to have access not more than once in any Calendar Year, during normal business hours, to such of the records of Athenex as may be reasonably necessary to verify the accuracy of the reports under Section 5.4 hereof for any year ending not more than twenty four (24) months prior to the date of such request. The accounting firm selected shall disclose to Avalon whether the reports are correct or incorrect, the specific details concerning any discrepancies (including the accuracy of the calculation of Net Sales and the resulting effect of such calculations on the amounts payable by it (except one to whom the Auditee has Athenex under this Agreement) and such other information that should properly be contained in a reasonable objection), report required under this Agreement (the “Audit TeamReport”) to audit during ordinary business hours the books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided If such accounting firm concludes that the Auditee’s records shall still be made available if additional amounts were owed during such records impact another financial year which is being auditedyear, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate Athenex agrees with such audit. (d) The audit report and basis for any determination by an Audit Team conclusion, then Athenex shall be made available first for review and comment by pay the Auditeeadditional payments, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth Prime Rate on the amount of such additional payments, within thirty (30) days of the date Avalon delivers the Audit Report to Athenex. In the event that Athenex disagrees with the accounting firm’s conclusion, Athenex shall not have the obligation to make any additional payments to Avalon until there is a mutual agreement of the Parties regarding the amount owed by Athenex. For the avoidance of doubt, Athenex is not obligated to pay any interest for the period during which the Parties were in Section 9.13dispute of the accounting firm’s conclusion and amount owed thereunder. In the event such accounting firm concludes that amounts were overpaid by Athenex during such period, Avalon shall repay Athenex the amount of such overpayment, together with interest at the Prime Rate on the amount of such overpayment, within thirty (30) days of the date the auditing Party delivers to the underpaid or overcharged audited Party within [**] days after receiving the audit reportsuch accounting firm’s Audit Report. FurtherThe fees charged by such accounting firm shall be paid by Avalon, provided, however, that if the audit for an annual period report shows an under-reporting or underpayment or an overcharge that Athenex underpaid Avalon by any Party for that period in excess of [**] more than five percent ([**]5%) of the amounts properly determinedpayments due hereunder for the period being reviewed is discovered, then the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit reasonable fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement expenses of the accounting firm shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costspaid by Athenex. (fii) For Upon the purposes expiration of twenty four (24) months following the audit rights described hereinend of any year for which Athenex has made payment with respect to such year, and in the absence of a contrary finding by an individual Party subject accounting firm pursuant to an audit in Section 5.6(a), such calculation shall be binding and conclusive upon Athenex or Avalon, and Athenex shall be released from any given year will be referred liability or accountability with respect to as the “Auditee” and the royalties or other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holderpayments for such year.”

Audits. (a) Each Party may14.2.1 Licensee, upon request consistent with its general practices, will keep and at its expense (except as provided for herein), cause an internationally recognized independent maintain complete and accurate accounting firm selected by it (except one records directly relevant to whom compliance with the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms provisions of this Agreement, substantially in accordance with Generally Accepted Accounting Principles, International Financial Reporting Standards or other then-applicable generally accepted accounting principles, to support and document payments payable in connection with activities hereunder. Prior Records will include, but are not limited to, detailed processes and records for finished, defective and returned HP Branded Products sufficient for verification of Licensee’s royalty obligations. Such records will be maintained for a period of at least three years from the date on which the royalty is paid to commencing HP Designated Agent. Licensee will, upon 14 days’ written notice and subject to Licensee’s applicable and reasonable confidentiality, safety and security requirements, during normal business hours, but not more frequently than once each calendar year, provide access to such accounting records to an independent and reputable auditor who shall be mutually agreeable to the Parties and who shall be compensated by HP or HP Designated Agent for purposes of an audit. In the event the Parties are unable to agree upon a mutually acceptable auditor, HP or HP Designated Agent may designate any of the “Big Four” accounting firms as auditor (Deloitte Touche Tohmatsu, PricewaterhouseCoopers (PWC), Ernst & Young or KPMG (or their respective successors)). Licensee will provide all reasonably required access, relevant documentation as reasonably determined by the auditor, and office tools, etc., to carry out the audit. 14.2.2 In the event the auditor determines that there is any discrepancy between the amount of royalties LICENSEE paid and the amount it should have paid, HP or HP Designated Agent shall give LICENSEE written notice of the discrepancy and shall also provide LICENSEE with a report from the auditor that details the basis for the auditor’s determination. Within 30 days following its work pursuant receipt of the notice and the report, Licensee shall pay the amount of the discrepancy (together with any interest due thereon, as provided in paragraph 13.5, above.) 14.2.3 In the event an audit reveals the LICENSEE underpaid royalties by more than 5% of the amount due for the period audited then, in addition to any amounts due under paragraph 14.2.2, Licensee shall also pay the cost of the audit. If any audit shows that LICENSEE overpaid the royalties due for any period HP or HP Designated Agent shall, within 30 days after the completion of the audit, give LICENSEE written notice of the overpayment. The amount of the overpayment will be credited against future payments owing by LICENSEE hereunder, except that at termination or expiration of this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to any remaining overpayment will be bound refunded by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XIHP or HP Designated Agent. (b) In respect 14.2.4 Any notice of each audit given by HP hereunder that is not followed by the conduct of an audit will not be construed as a waiver or exercise of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled right to audit books so as to preclude an additional notice of audit and records conduct of an Auditee from audit during the [**] Calendar Years prior to the Calendar Year in which the audit request is madesame calendar year. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party mayUpon at least thirty (30) days written notice and during normal business hours, upon request and at its expense (except as provided for herein), the Purchaser Representative may cause an internationally a limited inspection or audit by a nationally recognized independent public accounting firm selected by it (except one to whom of the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the Seller Parties’ books and records in respect of the other Party Purchased Receivables, during normal business hours and at the sole expense of the Purchasers, provided, that no calendar year will be subject to more than one such audit unless an Event of Default (as defined in the Security Agreement) has occurred and is continuing and the correctness of any payment made or required to be made to or by such PartyPurchaser Representative shall, and any report underlying such payment (or lack thereof)shall cause its representatives and its accounting firm to, pursuant use all commercially reasonable efforts to not materially disrupt the terms conduct of this Agreement. Prior to commencing its work pursuant to this Agreement, business and operations of the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XISeller Parties. (b) In respect of each audit of The Seller Parties shall, with written notice to the Auditee’s books and records: (i) the Auditee may be audited only [**]Purchaser Representative, (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to cause an inspection or audit of books and records of any counterparty to an Auditee from Out-License to be conducted pursuant to and in accordance with the [**] Calendar Years prior terms of any Out-License Agreement. From time to time, but not more frequently than once per calendar year, the Purchaser Representative may request in writing the Seller Parties to, and the Seller Parties shall, subject to and in accordance with the terms of any Out-License Agreement, cause an inspection or audit of any counterparty’s books and records in respect of the Purchased Receivables to be conducted pursuant to and in accordance with the terms of such Out-License Agreement. The Seller Parties shall furnish to the Calendar Year Purchaser Representative any inspection or audit report prepared in which the audit request is madeconnection with such inspection or audit. (c) In order the event that any inspection or audit uncovers that the amounts actually paid to initiate an audit each Purchaser for a particular Calendar Yearany period in respect of the Purchased Receivables were greater than the amounts that should have been paid to each Purchaser for such period in respect of the Purchased Receivables, each Purchaser shall cause the Audit Rights Holder must provide written notice amount of such overpayment to be paid to the Auditee. The Audit Rights Holder exercising its audit rights shall provide Seller promptly (but in no event later than three (3) Business Days) after delivery by the Auditee with notice of [**] proposed dates Purchaser Representative to each Purchaser, of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The inspection or audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Partycertificate, as the case may be, showing such overpayment. In the event that any inspection or audit uncovers that the amounts actually paid to each Purchaser for any period in respect of the Purchased Receivables were less than the amounts that should have been paid to each Purchaser for such period in respect of the Purchased Receivables and have not already been subsequently paid to the Purchasers after the period so audited or inspected, the Seller shall reimburse cause the amount of such underpayment to be paid to each Purchaser promptly (but in no event later than three (3) Business Days) after delivery to each Purchaser of the applicable underpaid inspection or overcharged Audit Rights Holder conducting the auditaudit report or certificate, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holdercase may be, showing such underpayment.”

Audits. (a) Each Party may2.2.1 the Settlement System Administrator shall, upon written request of the Executive Committee, review with the Executive Committee, any Specified Area with a view to agreeing whether the Specified Area represents value for money to Pool Members in terms of economy, efficiency and at its expense effectiveness in the use of the resources available to the operation of the Settlement System by the Settlement System Administrator. 2.2.2 If, in respect of any Specified Area which is the subject of review pursuant to Section 2.2.1, agreement on any of the matters referred to in Section 2.2.1 cannot be reached between the Settlement System Administrator and the Executive Committee within three months after the Executive Committee having first made a request in respect of such Specified Area pursuant to Section 2.2.1 (except or such longer period as provided for hereinthe Settlement System Administrator and the Executive Committee may agree), cause the Executive Committee may require an internationally recognized independent accounting firm selected by it of Chartered Accountants of international repute (except one to whom which may be the Auditee has a reasonable objection), (Pool Auditor - but not the “Audit Team”same person or persons within 268 such firm) to audit during ordinary business hours the books and records conduct a Value For Money Audit in respect of the other Party Specified Area and to report in writing to the Executive Committee and the correctness Settlement System Administrator. The terms of engagement (including the objectives and scope of the work to be performed and the form of report to be issued) for any payment made or such Value For Money Audit shall be set by the Executive Committee in accordance with this Schedule and in consultation with the Settlement System Administrator. The firm conducting any Value For Money Audit shall be required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant owe a duty of confidentiality to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee Settlement System Administrator except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify conduct such Value For Money Audit provided that nothing in this Section 2.2.2 shall prevent, restrict or qualify the payments required disclosure to Pool Members or the Executive Committee in such report of such information as ought reasonably to be made pursuant to the terms of this Agreementdisclosed. 2.2.3 The Executive Committee shall not be entitled to require a Value for Money Audit unless and until:- (ea) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging Executive Committee shall be reported have given the Settlement System Administrator at least one month's notice of its intention to the commission such Value For Money Audit Rights Holder and the underpaying or overcharging Party scope thereof; and (b) the Settlement System Administrator shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”either:-

Audits. (a) Each Party mayUpon the written request of EGI, upon request and at its expense (except as provided for herein), cause Oragenics shall permit an independent certified public accounting firm of internationally recognized independent accounting firm standing selected by it (except one EGI, and reasonably acceptable to whom the Auditee has a reasonable objection)Oragenics, (the “Audit Team”) to audit have access to and to review, during ordinary normal business hours and upon no less than thirty (30) days prior written notice, the books and applicable records of Oragenics and its Affiliates to verify the other Party accuracy and timeliness of the correctness of any payment reports and payments made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of Oragenics under this Agreement. Prior Such review may cover the records for sales made in any calendar year ending not more than three (3) years prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use date of such Confidential Information that are no less restrictive request. The accounting firm shall disclose to both Parties whether the royalty reports and/or know-how reports conform to the provisions of this Agreement and/or US GAAP, as applicable, and the specific details concerning any discrepancies. Such audit may not be conducted more than the obligations set forth once in Article XIany calendar year. (b) In respect If such accounting firm concludes that additional amounts were owed during such period, Oragenics shall pay additional amounts, with interest from the date originally due as set forth in Section 5.9, within thirty (30) days of each audit receipt of the Auditeeaccounting firm’s books and records: written report. If the amount of the underpayment is greater than five percent (i5%) of the Auditee may total amount actually owed for the period audited, then Oragenics shall in addition reimburse EGI for all costs related to such audit; otherwise, EGI shall pay all costs of the audit. In the event of overpayment, any amount of such overpayment shall be audited only fully creditable against amounts payable for the immediately succeeding calendar quarter(s); provided, however, that if such overpayment is reasonably expected to exceed the amount projected to be payable to EGI by Oragenics over next [*****], (ii) no records for EGI will promptly repay to Oragenics any given year for an Auditee may be audited more than [**]; provided amount exceeding that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is madeprojected amount. (c) In order EGI shall (i) treat all information that it receives under this Section 5.7 in accordance with the confidentiality provisions of Article 7 and (ii) cause its accounting firm to initiate enter into an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice acceptable confidentiality agreement with Oragenics obligating such firm to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of retain all such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided financial information in confidence pursuant to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee confidentiality agreement, in each case except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary for EGI to verify the payments required to be made pursuant to the terms of enforce its rights under this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (ai) Each Party may, upon request and at its expense (except as provided for herein), cause shall have the right to appoint an internationally internationally- recognized independent certified public accounting firm selected by it (except one which is reasonably acceptable to whom the Auditee has a reasonable objection), other Party) (the “Audit TeamAuditor”) to audit during ordinary business hours the relevant books and records of the other Party and solely to verify the correctness of any payment payments made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), the other Party pursuant to the terms of this Agreement. Prior Before beginning its audit, the Auditor shall execute an undertaking reasonably acceptable to commencing the other Party by which the Auditor shall keep confidential all information reviewed during such audit. The Auditor shall have the right to disclose to the auditing Party only its work pursuant to conclusions regarding any payments owed under this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (bii) In respect Each Party shall make its books and records available for inspection by such Auditor during regular business hours at such place or places where such books and records are customarily kept, upon receipt of each audit reasonable advance notice from the other Party, solely to verify the accuracy of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still payments to be made available if such records impact another financial year which is being audited, and (iii) hereunder. The Auditor may only audit the Audit Rights Holder shall only be entitled to audit books and records of an Auditee such Party from the [**] three (3) Calendar Years prior to the Calendar Year in which the audit request is made. Such inspection right shall not be exercised more than once in any Calendar Year and not more frequently than once with respect to books and records covering any specific period of time. All information received and all information learned by the auditing Party in the course of any audit or inspection shall constitute Confidential Information of the audited Party. (ciii) In order The auditing Party shall pay for the cost of the Auditor, as well as its own expenses associated with enforcing its rights with respect to initiate an audit for a particular Calendar Yearany payments hereunder, except that in the Audit Rights Holder must provide written notice event there is any adjustment adverse to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis audited Party in aggregate amounts payable for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination Calendar Year shown by such Audit Team as to matters which the Auditee disputes (to be completed no audit of more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] five percent ([**]5%) of the amounts properly determinedamount paid, then the underpaying or overcharging Party, as audited Party shall pay for the case may be, shall reimburse cost of the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costsAuditor. (fiv) For The Auditor shall provide its initial draft of its report to the purposes BIO Parties and Acutus simultaneously for their review and comment, which comments each of the BIO Parties and Acutus must provide within sixty (60) days of receipt of the draft, failing which it shall be deemed to have no comments. The Auditor shall consider, but is not required to accept, any such comments. Further, in its report, the Auditor shall have the right to disclose its conclusions regarding any underpayment or overpayment under this Agreement, but shall not have the right to disclose any other Confidential Information obtained regarding the audited Party’s results or processes obtained through the audit. The Auditor shall thereafter provide its final report to the BIO Parties and Acutus contemporaneously. (v) If, after conducting an audit pursuant to this Section 8.11(b), the Auditor concludes that adjusted payments are required hereunder, then the Parties shall carry out such adjustments pursuant to Section 8.7. (vi) If and to the extent Acutus is required under this Agreement to make payment to the BIO Parties for certain reimbursable costs (e.g., as provided under Section 4.3(a) in the event the BIO Parties expend additional resources and FTEs to effect the Manufacturing Technology transfer to Acutus), then Acutus shall be permitted to exercise the audit rights described herein, an individual Party subject under this Section 8.11 only with respect to an audit in any given year will be referred to as that limited portion of the “Auditee” and the other Party who has certain and respective rights to audit the BIO Parties’ financial books and records that directly relate to the costs incurred by the BIO Parties for such additional resources and FTE commitments and solely for the purpose of confirming the Auditee will be referred to as the “Audit Rights Holderaccuracy of such reported reimbursable costs.”

Audits. (a) Each Party mayUpon the written request of Avalon, upon request Athenex shall permit an independent certified public accounting firm of recognized standing, selected by Avalon and at its expense acceptable by Athenex (except as provided for hereinthat such accounting firm shall not be retained or compensated on a contingency basis and shall have entered into a confidentiality agreement with Avalon in form and substance reasonably satisfactory to Athenex), cause an internationally recognized independent to have access not more than once in any Calendar Year, during normal business hours, to such of the records of Athenex as may be reasonably necessary to verify the accuracy of the reports under Section 4.4 hereof for any year ending not more than twenty four (24) months prior to the date of such request. The accounting firm selected shall disclose to Avalon whether the reports are correct or incorrect, the specific details concerning any discrepancies (including the accuracy of the calculation of Net Sales and the resulting effect of such calculations on the amounts payable by it (except one to whom the Auditee has Athenex under this Agreement) and such other information that should properly be contained in a reasonable objection), report required under this Agreement (the “Audit TeamReport”). (i) to audit If such accounting firm concludes that additional amounts were owed during ordinary business hours such year, and Athenex agrees with such conclusion, then Athenex shall pay the books and records additional payments, together with interest at the Prime Rate on the amount of such additional payments, within thirty (30) days of the other date Avalon delivers the Audit Report to Athenex. In the event that Athenex disagrees with the accounting firm’s conclusion, Athenex shall not have the obligation to make any additional payments to Avalon until there is a mutual agreement of the Parties regarding the amount owed by Athenex. For the avoidance of doubt, Athenex is not obligated to pay any interest for the period during which the Parties were in dispute of the accounting firm’s conclusion and amount owed thereunder. In the event such accounting firm concludes that amounts were overpaid by Athenex during such period, Avalon shall repay Athenex the amount of such overpayment, together with interest at the Prime Rate on the amount of such overpayment, within thirty (30) days of the date the auditing Party delivers to the audited Party such accounting firm’s Audit Report. The fees charged by such accounting firm shall be paid by Avalon, provided, however, that if the report shows that Athenex underpaid Avalon by more than five percent (5%) of the payments due hereunder for the period being reviewed is discovered, then the reasonable fees and expenses of the correctness accounting firm shall be paid by Athenex. (ii) Upon the expiration of twenty four (24) months following the end of any year for which Athenex has made payment made or required with respect to be made to or by such Partyyear, and any report underlying such payment (or lack thereofin the absence of a contrary finding by an accounting firm pursuant to Section 4.6(a), pursuant such calculation shall be binding and conclusive upon Athenex or Avalon, and Athenex shall be released from any liability or accountability with respect to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of royalties or other payments for such Confidential Information that are no less restrictive than the obligations set forth in Article XIyear. (b) In respect Upon the written request of each audit of the Auditee’s books and records: (i) the Auditee may be audited only [**]Avalon, (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records Athenex shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled permit PolyU to audit its books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging permitted by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) 6.2 of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costsPolyU License. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party may, upon request and at its expense (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee Seattle Genetics shall have the right, at its expenseupon seven (7) days’ prior written notice to Abbott and receipt of ▇▇▇▇▇▇’▇ consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed, to request conduct during normal business hours a further determination quality assurance audit and inspection of ▇▇▇▇▇▇’▇ records and Bulk Drug Substance facilities relating to the manufacture of Bulk Drug Substance and to perform follow-up audits as reasonably necessary. Prior to Abbott commencing the production of the first batch of commercial Bulk Drug Substance as ordered by Seattle Genetics, such Audit Team as audits and inspections may be conducted from time to matters which time on a reasonable basis. Once Abbott has commenced production of the Auditee disputes first batch of commercial Bulk Drug Substance, such audits may only be conducted once each calendar year. The duration of such audits shall not exceed three (to 3) days and such audits shall be completed performed by no more than [**] three (3) auditors, unless Seattle Genetics reasonably believes that a longer audit or additional personnel are necessary and provides its reasonably adequate reasons for such belief to Abbott in writing. If Seattle Genetics wishes to perform audits more often than once per year or over a period in excess of three (3) days, Seattle Genetics shall pay Abbott Seven Thousand Five Hundred Dollars (U.S.$7,500) per additional audit day. Notwithstanding the foregoing, in the event that an audit is required by Seattle Genetics due to quality issues that arise, per the terms of Sections 8.6 and/or 9.8, Seattle Genetics shall be entitled to conduct one additional audit for each such occurrence free of charge. If more than three (3) auditors perform the audit, Seattle Genetics shall pay Abbott Seven Thousand Five Hundred Dollars (U.S.$7,500) per additional auditor. In addition, Seattle Genetics or its licensees shall have the right at any time during the Term, upon three (3) business days after the first determination is provided prior written notice to Abbott, to conduct any audits specifically mandated by any Regulatory Authority or to respond to specific questions from any such Auditee and to be limited Regulatory Authority. Notwithstanding anything to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contrary contained in this Agreement, any audits conducted on ▇▇▇▇▇▇’▇ property shall be subject to ▇▇▇▇▇▇’▇ rules and regulations regarding, without limitation, security and confidentiality and shall be conducted in the presence of ▇▇▇▇▇▇’▇ employees. In addition, Abbott shall promptly provide Seattle Genetics a written response to any such audit report required hereunder or otherwise required received by Abbott. Visits by Seattle Genetics to ▇▇▇▇▇▇’▇ Bulk Drug Substance facilities may involve the transfer of Confidential Information, and any such Confidential Information shall be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant subject to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging Article 11 hereof. The results of such audits and inspections shall be reported considered Confidential Information under Article 11 and shall not be disclosed to the Audit Rights Holder Third Parties, including but not limited to any Regulatory Authority, unless required by law and the underpaying or overcharging Party upon prior written notice to Abbott. If Seattle Genetics utilizes auditors that are not employees of Seattle Genetics, each of such auditors shall remit such underpayment or reimburse such overcompensation (together execute a non-disclosure agreement with interest confidentiality terms at the rate least as stringent as those set forth in Section 9.13) Article 11. Abbott shall be responsible for inspections of its manufacturing facilities by any Regulatory Authorities and shall promptly notify Seattle Genetics if such inspections are directly related to the underpaid manufacture of Seattle Genetics’ Bulk Drug Substance or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an underresults of a non-reporting related inspection could materially impair ▇▇▇▇▇▇’▇ ability to perform in accordance with this Agreement. With respect to inspections related to the manufacture of Bulk Drug Substance, Abbott shall (a) provide Seattle Genetics with copies of all documents, reports or underpayment communications received from or an overcharge by given to any Party for that period in excess of [**] percent Regulatory Authority associated therewith, ([**]%b) of the amounts properly determinedpermit Seattle Genetics’ representatives to be present on site at such inspections, the underpaying or overcharging Partyand to participate, at ▇▇▇▇▇▇’▇ reasonable discretion, as the case may beappropriate, based on questions or requests specific to Seattle Genetics and as permitted by Regulatory Authorities, in such inspections, and (c) allow Seattle Genetics to provide comments to Abbott, and Abbott shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs draft any such correspondence to Regulatory Authorities in connection with said audit, which reimbursement therewith. Seattle Genetics shall be made within [**] days after receiving appropriate invoices and other support for such audit-promptly notify Abbott regarding any inspection on Seattle Genetics property related coststo the manufacture of Bulk Drug Substance. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each 7.2.1 Upon the written request of a Party may, upon request and at its expense (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit TeamRequesting Party”) and not more than once in each Calendar Year, the other Party (the “Audited Party”) shall permit an independent certified public accounting firm of nationally recognized standing selected by the Requesting Party and reasonably acceptable to audit the Audited Party, at the Requesting Party’s expense, to have access during ordinary normal business hours to such of the books and records of the other Audited Party as may be reasonably necessary to verify the accuracy of the Supply Price calculations, annual true-up adjustments and the correctness of payments made pursuant thereto for any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant Calendar Year ending not more than [* * *] years prior to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use date of such Confidential Information that are no less restrictive than request. The accounting firm shall disclose to the obligations set forth in Article XI. (b) In respect of each audit of the Auditee’s books and records: Requesting Party only (i) whether the Auditee may be audited only [**]Supply Price calculations, annual true-up adjustments and payments made pursuant thereto are correct or incorrect, (ii) no records for the amount of any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, resulting discrepancy and (iii) the Audit Rights Holder basis for calculating such amount of discrepancy. No other information shall only be entitled provided to audit books and records the Requesting Party. [* * *]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.] 7.2.2 If such accounting firm identifies a discrepancy made during the period audited, the appropriate Party shall pay the other Party the amount of an Auditee the discrepancy, together with interest thereon at the rate of [* * *] per annum for the period from the date such discrepancy became due (in the case of underpayment) or was paid (in the case of overpayment) until the date of payment pursuant to this Section 7.2.2, within thirty (30) calendar days of the date the Requesting Party delivers to the Audited 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 the Requesting Party; provided, however, that if such audit uncovers an underpayment by the Audited Party that exceeds [* * *], then the fees of such accounting firm shall be paid by the Audited Party. The findings of such accounting firm shall be binding on the Parties absent manifest error. 7.2.3 Each Party (the “Sublicensing Party”) shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to the Sublicensing Party, to keep and maintain records and to grant access to such records to the other Party’s independent accountant to the same extent required of the Sublicensing Party under this Agreement. 7.2.4 Upon the expiration of [* * *] Calendar Years prior to months following the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular end of any Calendar Year, the Audit Rights Holder must provide written notice Supply Price calculations, annual true-up adjustments and payments made pursuant thereto for such Calendar Year shall be binding and conclusive upon both Parties, and both Parties and their Related Parties, Affiliates and sublicensees (as applicable) shall be released from any liability or accountability with respect to the Auditee. Supply Price calculations, annual true-up adjustments and payments made pursuant thereto for such Calendar Year. 7.2.5 The Audit Rights Holder exercising its audit rights Requesting Party shall provide the Auditee with notice of [**] proposed dates treat all financial information of the audit not less than [**] days prior Audited Party and its Related Parties or Affiliates and sublicensees (as applicable) subject to review under this Section 7.2 or under any sublicense agreement in accordance with the first proposed date. The Auditee will reasonably accommodate the scheduling confidentiality and non-use provisions of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms Article 4 of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the Audited Party and/or its Related Parties, Affiliates and/or sublicensees obligating the accounting firm to retain all such information in confidence pursuant to such confidentiality agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. Seller shall have the right to represent the interests of Company in any Tax audit, examination or administrative proceeding (areferred to collectively in this 11.7(e) Each Party mayas audits) relating to Tax Returns for any taxable periods ending on or prior to the Closing Date and shall have the right to participate in the representation of Company in any audit of Company relating to any audit of Company relating to any portion of a Straddle Period that ends on the Closing Date. Following the Closing, upon request in the event of an audit relating to any Tax Return of Company with respect to which Seller may have any liability for Taxes, Purchaser shall promptly notify Seller of such audit in accordance with the procedures of Section 10.6 and Purchaser shall execute, or cause Company to execute, powers of attorney under applicable Laws authorizing Seller’s designated representative at its Seller’s sole cost and expense to either represent or participate in the representation of Company (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), determined pursuant to the terms first sentence of this AgreementSection 11.7(e)). Prior Purchaser shall make available or shall cause Company to commencing its work pursuant make available to this AgreementSeller, the Audit Team at Seller’s sole expense (which shall be limited to Company’s reasonable out-of-pocket expenses), such books, records, documents and employees of Company as are reasonably necessary to enable Seller’s designated representative to participate in any audit with respect to any such Tax Returns. Seller shall not enter into an appropriate confidentiality agreement with any settlement of or otherwise compromise any Tax matter that may materially affect the Auditee obligating the Audit Team to be bound by obligations Tax liability of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records Purchaser or Company for any given year for an Auditee may taxable period (or portion thereof) ending after the Closing Date, without the written consent of Purchaser, which consent shall not be audited more than [**]; unreasonably withheld or delayed. Except as otherwise provided that the Auditee’s records shall still be made available if such records impact another financial year which is being auditedabove, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee Purchaser shall have the right, at its expense, sole right to request control any audit by a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days Taxing Authority for all taxable periods whether ending before or after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team Closing Date; provided, however, that Purchaser shall not disclose to the Audit Rights Holder enter into any information relating to the business settlement of the Auditee except that which should properly have been contained in any report required hereunder audit or otherwise required compromise any audit with respect to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting a taxable period that ends on or underpaymentbefore, or overcharging by any Partybegins before and ends after, the Closing Date without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed; and provided further, that under-reportingSeller shall have the sole right to control any audit of a Tax Return filed on a consolidated, underpayment combined or overcharging shall be reported to unitary basis with Seller so long as any such audit that may materially affect the Audit Rights Holder and Tax liability of Purchaser or Company for any taxable period (or portion thereof) ending after the underpaying Closing Date is not settled or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at compromised without the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess written consent of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said auditPurchaser, which reimbursement consent shall not be made within [**] days after receiving appropriate invoices and other support for such audit-related costsunreasonably withheld or delayed. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party mayCubist shall have the right, upon request [ ]* prior written notice to Abbott, to conduct during normal business hours a quality assurance audit and at its expense (except inspection of ▇▇▇▇▇▇’▇ records and production facilities relating to the manufacture of Product, and follow-up audits as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one necessary. Such audits and inspections may be conducted from time to whom the Auditee has time on a reasonable objection), (the “Audit Team”) basis prior to audit during ordinary business hours the books and records production of the other Party first commercial Product order placed by Cubist and thereafter once each calendar year. The duration of such audits shall not exceed two (2) days and such audits shall be performed by no more than three (3) auditors, unless Cubist reasonably believes that a longer audit or additional personnel are necessary and provides its reasons for such belief to Abbott in writing. If Cubist wishes to perform audits more often than once per year or over a period in excess of [ ]*, Cubist shall pay Abbott [ ]* Dollars (US$[ ]*) per additional audit day. If more than three (3) auditors perform the correctness audit, Cubist shall pay Abbott [ ]* Dollars (US$ [ ]*) per additional auditor. In addition, Cubist shall have the right at any time during the Term, upon [ ]* prior written notice to Abbott, to conduct any audits specifically mandated by any regulatory authority or to respond to specific questions from any regulatory authority. Visits by Cubist to ▇▇▇▇▇▇’▇ production facilities may involve the transfer of any payment made or required to Confidential Information and shall be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant subject to the terms of this AgreementArticle 12 hereof. Prior The results of such audits and inspections shall be considered Confidential Information under Article 12 and shall not be disclosed to commencing its work pursuant third persons, including but not limited to this Agreementthe FDA and other government regulatory agencies, unless required by law and upon prior written notice to Abbott. In the Audit Team shall enter into event, Abbott fails to meet cGMPs or the Product Specifications, Abbott will be responsible, at ▇▇▇▇▇▇’▇ expense, for (i) conducting an appropriate confidentiality agreement investigation to define the probable causes for the failure, (ii) providing an acceptable cGMPs investigation report to Cubist for review and written approval and (iii) achieving compliance with cGMPs. * Confidential treatment requested: Material has been omitted and filed with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XICommission. (b) In respect of each audit of the Auditee’s books and records: (i) event the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided FDA or other governmental regulatory agency notifies Abbott that it intends to visit or inspect the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior Abbott production facilities relating to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must manufacture of Product. Abbott shall promptly provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior such visit or inspection to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full Cubist and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee Cubist shall have the right, at its expense, right to request a further determination by participate in such Audit Team as to matters which visit or inspection. Abbott shall advise Cubist immediately if an authorized agent of the Auditee disputes (to be completed no more than [**] days after FDA or other governmental regulatory agency visits the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information Abbott production facilities relating to the business manufacture of Product without prior notice. Abbott shall furnish to Cubist the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed by such agency of such visit to the Audit Rights Holder Abbott production facilities relating to the extent necessary to verify the payments required to be made pursuant to the terms manufacture of this AgreementProduct within [ ]* of ▇▇▇▇▇▇’▇ receipt of such report. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party mayArray shall keep complete, upon request true and accurate books and records in accordance with its Accounting Standards in sufficient detail for Novartis to confirm [*] due under this Agreement. Array shall keep such books and records for at its expense (except least [*] following the end of the fiscal year to which they pertain. Novartis shall have the right for a period of [*] [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as provided for herein), cause amended. Confidential treatment has been requested with respect to this information. after receiving any invoice with respect to payments due and payable hereunder to appoint an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit TeamAuditor”) reasonably acceptable to audit Array to inspect the relevant records of Array or its Affiliates to verify such reports, statements, records or books of accounts, as applicable. Before beginning its audit, the Auditor shall execute an undertaking reasonably acceptable to Array by which the Auditor shall keep confidential all information reviewed during ordinary such audit. Array and its Affiliates, as applicable, shall make its records available for inspection by such Auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from Novartis, solely to verify the accuracy of Array’s or its Affiliate’s payment records or books of accounts and records of the compliance in other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of respects with this Agreement. Prior The Auditor shall have the right to commencing disclose to Novartis the results and its work conclusions regarding any Reimbursable Costs owed under this Agreement, and Novartis shall treat such conclusions as Confidential Information pursuant to Article VII of the Asset Transfer Agreement. For the avoidance of doubt, notwithstanding the foregoing, the Auditor shall not disclose to Novartis any more detailed information than Novartis would have otherwise been entitled to receive pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each Agreement absent this audit of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditeeright. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team the Auditor shall be made available first for review and comment by the AuditeeArray, and the Auditee Array shall have the right, at its expense, to request a further determination by such Audit Team Auditor as to matters which the Auditee that Array disputes (to be completed no more than [**] days after the first determination applicable audit report is provided to such Auditee Array and to be limited to the disputed matters). If the Parties disagree as to such further determination, such dispute shall be resolved pursuant to Section 10.9 of the Asset Transfer Agreement. Such Audit Team inspection right shall not disclose be exercised more than once in any calendar year during the Term and once thereafter. Novartis shall pay its own costs of such inspections, as well as its own legal expenses associated with enforcing its right with respect to any payment hereunder, except that in the Audit Rights Holder event there is any information relating to the business downward adjustment in aggregate amounts payable for any calendar year shown by such inspection of more than [*] of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support amount paid for such audit-related costscalendar year, Array shall pay for such inspection. Array shall promptly reimburse Novartis the amount of any overpayment by Novartis of Reimbursable Costs. Novartis shall promptly pay Array the amount of any underpayment by Novartis of Reimbursable Costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party mayThe Collateral Agent and the Noteholders shall have the right to audit, upon request through an independent certified public accountant selected by the Required Holders and at its expense reasonably acceptable to the Issuer, those accounts and records of the Applicable Agreement Parties relevant to any reports referred to in Section 7.2(a)(i) as may be reasonably necessary to verify the accuracy of the amounts deposited into the Collection Account based on information included in such reports referred to in Section 7.2(a)(i) for any or all of the three calendar years prior to the audit (except as provided for herein)provided, cause an internationally recognized independent however, that, prior to conducting any such audit, such accounting firm selected by it (except one shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to whom the Auditee has a reasonable objectionApplicable Agreement Parties). Such audits will occur during normal business hours and no more than once per calendar year. The Noteholders’ independent certified public accountant will keep confidential all information obtained during such audit and will report to the Noteholders only the actual amount deposited into the Collection Account based on information included in the applicable reports referred to in Section 7.2(a)(i) and the resulting discrepancy, if any, between that amount and the amounts in respect of the Royalties that should have been deposited into the Collection Account during the calendar year(s) in question and the details of any discrepancies (the “Audit TeamReport”) to audit during ordinary business hours the books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect The Noteholders shall be solely responsible for all the expenses of each audit any audit, unless the Audit Report shows any discrepancy where funds deposited into the Collection Account based on information included in the applicable reports referred to in Section 7.2(a)(i) were insufficient by five percent (5%) or more than such funds should have been for any of the Auditeecalendar years then being reviewed. If the Audit Report shows any such discrepancy, the Applicable Agreement Parties shall be responsible for the reasonable expenses incurred by the Noteholders for the independent certified public accountant’s books and records: (i) services. The Applicable Agreement Parties shall otherwise also be responsible for the Auditee may be audited only [**], (ii) no records amounts of any discrepancy shown by the Audit Report for any given year for an Auditee may be audited more than [**]; provided that of the Auditee’s records calendar years then being reviewed between the amount of funds deposited into the Collection Account based on information included in the applicable reports referred to in Section 7.2(a)(i) and what those funds should have been. Any payment owed by the Applicable Agreement Parties to the Noteholders as a result of the audit shall still be made available if such records impact another financial year which is being audited, and (iii) within 10 Business Days of the Audit Rights Holder shall only be entitled to audit books and records receipt of an Auditee from the [**] Calendar Years prior to independent certified public accountant’s report by the Calendar Year in which the audit request is madeNoteholders. (c) In order To the extent the Issuer has the right to initiate an audit for perform or cause to be performed inspections or audits under either of the Counterparty License Agreements regarding payments payable and/or paid to the Applicable Agreement Parties thereunder (each, a particular Calendar Year“License Party Audit”), the Audit Rights Holder must provide written notice to Issuer shall, at the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates reasonable request of the audit Collateral Agent or the Required Holders (such request not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant more frequently than once every calendar year), use commercially reasonable efforts to cause a License Party Audit to be performed as promptly as practicable in accordance with the terms of the applicable Counterparty License Agreement. In conducting a License Party Audit at the request of the Required Holders, subject to the terms of this the License Agreement. , the Issuer shall engage a nationally recognized certified public accountant selected by the Required Holders and reasonably acceptable to the Applicable Agreement Parties. As promptly as practicable after completion of any License Party Audit (ewhether or not requested by the Required Holders), the Issuer shall deliver to the Noteholders an audit report summarizing the results of such License Party Audit, which may be redacted for information unrelated to the Products. In the event that the Required Holders request a License Party Audit, all of the expenses of any such License Party Audit (including, without limitation, the fees and expenses of the independent public accounting firm) If that would otherwise be borne by the audit shows Issuer, pursuant to the applicable Counterparty License Agreement, shall instead be borne (as such expenses are incurred) by the Noteholders, provided that any under-reporting or underpayment, or overcharging reimbursement by any Party, that under-reporting, underpayment or overcharging Counterparty of the expenses of the License Party Audit shall belong and shall be reported promptly paid to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costsNoteholders. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party mayLicensor, upon request and at its expense own cost, through an independent auditor reasonably acceptable to Licensee (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee and who has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into executed an appropriate confidentiality agreement reasonably acceptable to Licensee that requires the auditor to keep any information learned by it confidential except as needed to report its audit conclusions to Licensor), may inspect and audit the relevant records of Licensee pertaining to the calculation of any Royalties and Licensor Non-Royalty Sublicense Income due to Licensor under this Agreement. Licensee shall provide such auditors with access to the Auditee obligating the Audit Team to records during reasonable business hours. Such access need not be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more often than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the *] or [***] Calendar Years prior after the date of any report to be audited. Licensor shall provide Licensee with written notice of its election to inspect and audit the records related to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit amounts due hereunder not less than [***] days prior to the first proposed datedate of review of Licensee’s records by Licensor’s auditors. The Auditee will reasonably accommodate Should the scheduling auditor find any underpayment of Royalties or Licensor Non-Royalty Sublicense Income by Licensee, Licensee shall promptly pay Licensor the amount of such underpayment and should such underpayment [***] (a) [***] and (b) [***] during the time period audited then Licensee shall reimburse Licensor for [***] costs incurred by Licensor for such audit. The Auditee shall provide such Audit Team(s) with full and complete access to If the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination auditor finds overpayment by an Audit Team shall be made available first for review and comment by the AuditeeLicensee, and the Auditee then Licensee shall have the rightright to deduct the overpayment from any future royalties due to Licensor by Licensee or, at its expenseif no such future royalties are payable, then Licensor shall refund the overpayment to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party Licensee within [***] days after receiving Licensor receives the audit report. FurtherLicensee may designate competitively sensitive information which such auditor may see and review but which it may not disclose to Licensor; provided, if however, that such designation shall not restrict the auditor’s investigation or conclusions. The results of such audit shall be the Confidential Information of Licensee and once Licensor has audited a particular period, it may not audit that same period again, unless for an annual period shows an under-reporting or underpayment or an overcharge by any Party for cause that period in excess of [**] percent ([**]%) calls into question the validity of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the prior audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party mayWithin ninety (90) days after the end of each Fiscal Year, upon request and at its expense (except as provided for herein), the Manager shall cause an internationally recognized audit to be completed by certified public accountants independent accounting firm selected by it (except one of the Manager. The audit shall be conducted in accordance with generally accepted auditing standards, consistently applied, as in effect in the United States from time to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the time and shall cover all books and records of maintained by the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work Manager pursuant to this Agreement, all Assets and Encumbrances, and all transactions and Operations conducted during such Fiscal Year, including production and inventory records and all costs for which the Audit Team Manager sought reimbursement under this Agreement, together with all other matters customarily included in such audits. All written exceptions to and claims upon the Manager for discrepancies disclosed by such audit shall enter into be made not more than three (3) months after receipt of the audit report, unless either Member elects to conduct an appropriate confidentiality agreement with independent audit pursuant to Section 13.5(b) which is ongoing at the Auditee obligating end of such three (3) month period, in which case such exceptions and claims may be made within the Audit Team period provided in Section 13.5(b). Failure to make any such exception or claim within such period shall mean the audit is deemed to be bound by obligations correct and binding upon the Members. The cost of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than all audits under this Subsection shall be charged to the obligations set forth in Article XIBusiness Account. (b) In respect of Notwithstanding the annual audit conducted by certified public accountants selected by the Manager, each Member shall have the right to have an independent audit of the Auditee’s books all Company books, records and records: (i) the Auditee may be audited only [**]accounts, (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior including all charges to the Calendar Year in which Business Account. This audit shall review all issues raised by the audit request is made. (c) In order to initiate an audit for a particular Calendar Yearrequesting Member, with all costs borne by the Audit Rights Holder must provide written notice to the Auditeerequesting Member. The Audit Rights Holder exercising its audit rights requesting Member shall provide give the Auditee with notice of [**] proposed dates of the audit not less than [**] other Member thirty (30) days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling notice of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The Any audit report and basis for any determination by an Audit Team conducted on behalf of either Member shall be made available first during the Manager’s normal business hours and shall not interfere with Operations. All written exceptions to and claims upon the Manager for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination discrepancies disclosed by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days not more than three (3) months after receiving appropriate invoices completion and other support for delivery of such audit-related costs, or they shall be deemed waived. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party mayLicensee shall keep accurate records of all Product sales and other relevant data concerning the Product for a period of two (2) years following the year in which such records were created and Licensee shall provide Licensor quarterly reports thereof forty-five (45) days after the end of the applicable calendar quarter. Such reports shall state the number of Units of Product manufactured by Licensee, its Affiliates or sublicensees and the number of Units of Product sold by Licensee, its Affiliates or sublicensees during the applicable quarter as well as the number of free samples of Product distributed and any Product returns made during such calendar quarter together with an accounting of any other applicable components of the amounts paid or to be paid hereunder with respect to such calendar quarter. Simultaneous with the delivery such report, Licensee shall make, or cause to be made, any additional payment due with respect to the Purchase Price for Product sold during such calendar quarter. Once a year, upon request reasonable notice, at times mutually agreed upon and during business hours, Licensor at Licensor's cost may have the accounts of Licensee, its expense Affiliates or sublicensees for the preceding two (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit Team”2) to audit during ordinary business hours the books and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant calendar years relating to the terms of Product reviewed by independent certified public accountants appointed by Licensor and reasonably approved by Licensee, solely in order to verify amounts due under this Agreement. Prior Licensor and Licensee shall mutually determine a general strategy for such audit in advance of its conduct. Said accountant shall not disclose to commencing its work pursuant to Licensor any information except that which should properly be contained in a quarterly report required under this Agreement. Licensee shall promptly pay any underpayment evidenced by such audit, and Licensor shall promptly refund any overpayment evidenced by such audit. In the Audit Team event such an audit evidences an underpayment of more than five percent (5%) with respect to the amounts actually paid, Licensee shall enter into an appropriate confidentiality agreement promptly pay such underpayment to Licensor with interest at the Auditee obligating prime rate as set by Citibank, from the Audit Team to be bound by obligations of confidentiality time when such underpayment accrued, and restrictions on use shall reimburse Licensor for the reasonable costs and expenses (including fees) of such Confidential Information that are no less restrictive than the obligations set forth in Article XIaudit. (b) In respect Licensor shall keep accurate records of each audit its Direct Costs of manufacturing the Auditee’s books and records: Product for a period of two (i2) years following the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if in which such records impact another financial year which is being auditedwere created. Once a year, upon reasonable notice, at times mutually agreed upon and during business hours, Licensee at Licensee's cost may have the accounts of Licensor for the preceding two (iii2) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior calendar years relating to the Calendar Year Direct Costs of manufacturing the Product reviewed by independent certified public accountants appointed by Licensee and reasonably approved by Licensor, solely in which the audit request is made. (c) In order to initiate an verify amounts due under this Agreement. Licensor and Licensee shall mutually determine a general strategy for such audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditeein advance of its conduct. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team Said accountant shall not disclose to the Audit Rights Holder Licensee any information except that relating to the business Direct Costs of manufacturing the Auditee except that which should properly have been contained in Product. Licensor shall promptly refund any report required hereunder or otherwise required to be disclosed overpayment evidenced by such audit, and Licensee shall promptly pay any underpayment evidenced by such audit. In the event such audit evidences an overpayment of more than five percent (5%) with respect to the Audit Rights Holder amounts actually paid, Licensor shall promptly refund such overpayment to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together Licensee with interest at the prime rate as set forth in Section 9.13) to by Citibank, from the underpaid or overcharged Party within [**] days after receiving time when such overpayments accrued, and shall reimburse Licensee for the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent reasonable costs and expenses ([**]%including fees) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. From and after the time that the Fee becomes payable under this Agreement, Pharmion and its affiliates (aincluding without limitation any Pharmion Designees which may be affiliates of Pharmion) Each Party may, upon request (each an “Audited Party” and at its expense (except as provided for hereincollectively the “Audited Parties”), cause shall keep and maintain accurate books and records to verify the quantities of Compound sourced from Back-up Supplier(s) by the Audited Parties during a reporting period as may be reasonably required to confirm the amounts payable under Section 4(e) on account of the Fee with respect to such reporting period. The Audited Parties shall preserve such books and records for a period of three (3) years after the end of the period covered by such books and records, which obligation shall survive for three (3) years after expiration or termination of this Agreement. Ash S▇▇▇▇▇▇ shall have the right, on thirty (30) calendar days advance written notice and not more than once in any twelve (12) month period, to have an internationally recognized independent accounting firm selected by it (except one reasonably acceptable to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the such Audited Party examine such books and records of the other Audited Party solely to verify the accuracy of the Fee reports and the correctness amount of any payment payments made or required to be made to or by such Party, and any report underlying such payment the Audited Party hereunder during the preceding four (or lack thereof), pursuant to the terms of this Agreement4) quarterly reporting periods. Prior to commencing its work pursuant to this Agreement, the Audit Team The accounting firm shall enter into an appropriate execute a confidentiality agreement with the Auditee obligating Audited Party in a form mutually acceptable to the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information Parties that are no less restrictive prohibits the accounting firm from disclosing or using information obtained in connection with the audit other than the obligations set forth in Article XI. (b) In respect of each audit disclosure to Ash S▇▇▇▇▇▇ of the Auditeeamount of any underpayment or overpayment. Any such audit shall be conducted during the Audited Party’s books regular business hours, in such a manner so as not to interfere with the Audited Party’s normal business activities, and records: shall be at Ash S▇▇▇▇▇▇’ expense, provided that if such audit reveals an underpayment of more than five percent (5%) during any reporting period, the Audited Party shall pay the costs of the audit. Pharmion shall either (i) the Auditee may be audited only [**]cause to have included similar audit rights as provided herein in all agreements with Covered Compound Purchasers , or (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, mechanism reasonably and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior mutually agreeable to the Calendar Year in which the audit request is made. (c) In order Parties, so as to initiate an audit permit Ash S▇▇▇▇▇▇ to confirm Fee amounts payable to Ash S▇▇▇▇▇▇ for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates quantities of the audit not less Compound sourced from Back-up Suppliers (other than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such auditAsh S▇▇▇▇▇▇). (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party mayUpon the written request of a PARTY, upon request and at its expense (except as provided for herein), cause the other PARTY shall permit an internationally recognized independent certified public accounting firm of recognized national standing in the ▇▇▇▇▇▇ ▇▇▇▇▇▇, selected by it (except one the requesting PARTY and reasonably acceptable to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records of the other Party and PARTY, at the correctness of any payment made or required requesting PARTY’S expense, to have access to such PARTY’S records as may be made reasonably necessary to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit of the Auditee’s books and records: verify (i) the Auditee may be audited only [**]accuracy of any amounts reported, actually paid or payable under this AGREEMENT, and (ii) no records in the case of NEKTAR AL, ▇▇▇▇▇▇’▇ compliance with Section 5.1, for any given year for an Auditee may be audited ending not more than [**]; provided that *] prior to the Auditee’s records date of such request. Such audits shall still be conducted under conditions of confidentiality and may be made available if such records impact another financial year which is being auditedno more than once each calendar year, during normal business hours at reasonable times mutually agreed by the PARTIES, and (iii) the Audit Rights Holder shall only not be entitled to audit books conducted on a contingent fee basis. The accounting firm shall provide each PARTY with a draft of its preliminary findings and records of an Auditee from the allow each PARTY [***] Calendar Years prior to review and comment on such preliminary report. During such period, either PARTY is free to provide the accounting firm with additional information, which shall be considered by the accounting firm. The accounting firm may ask for additional information and/or perform additional procedures it deems appropriate to ensure the accuracy of its final report. Copies of the accounting firm’s final report will be issued to both PARTIES. If such accounting firm concludes that additional amounts were owed to the Calendar Year in which requesting PARTY during such period, or if the audit request is made. (c) In order to initiate an audit requesting PARTY overpaid for a particular Calendar Yearany rates or fees for products, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights other PARTY shall provide the Auditee with notice of pay such additional amounts or credit such overpayment ([**] proposed dates of the audit not less than *]) within [***] days prior of the date the requesting PARTY delivers to the first proposed dateother PARTY such accounting firm’s written report so concluding. The Auditee will reasonably accommodate the scheduling of fees charged by such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team accounting firm shall be made available first for review and comment paid by the Auditeerequesting PARTY; provided however, and that if the Auditee shall have audit discloses that the right, at its expense, to request a further determination amounts payable by such Audit Team as to matters which the Auditee disputes (to be completed no audited PARTY for the audited period are more than [***] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder amounts actually paid for such period, or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If if the audit shows any under-reporting discloses that the audited PARTY has overcharged the requesting PARTY for rates or underpayment, or overcharging fees for products by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving *], then the audit reportaudited PARTY shall pay the reasonable fees and expenses charged by such accounting firm. Further, if Upon the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess expiration of [***] percent ([**]%) following the end of the amounts properly determinedany calendar year, the underpaying calculation of any amounts payable with respect to such calendar year, or overcharging Party, as the case may be, shall reimburse the applicable underpaid rates or overcharged Audit Rights Holder conducting the audit, fees charged for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement such year shall be made within [**] days after receiving appropriate invoices binding and other support for such audit-related costsconclusive upon the PARTIES. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Party may, upon request and at its expense (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records of the Administrative Agent, each Funding Agent and each Purchaser and their respective agents and representatives shall also have the right to discuss the Issuer’s affairs with the officers and employees of the Issuer and Issuer’s independent accountants and to verify under appropriate procedures the validity, amount, quality, quantity, value and condition of, or any other Party matter relating to, the Trust Estate, including causing the Issuer, the Manager or the Servicer, or any officers or employees of the Issuer, the Manager or the Servicer to work with the Administrative Agent, the Funding Agents or the Purchasers to contact the Obligors to confirm amounts outstanding under the applicable Obligor Note and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreementmatters related thereto. Prior to commencing its work pursuant to In connection with all audits performed under this Agreement, the Audit Team Administrative Agent shall enter into an appropriate confidentiality agreement with use reasonable efforts to coordinate the Auditee obligating the Audit Team to be bound by obligations of confidentiality staffing and restrictions on use timing of such Confidential Information that are no less restrictive than audits in order to minimize the obligations set forth in Article XI. (b) In cost and expense thereof and shall have such audits conducted by all parties at the same time. The Administrative Agent shall also solicit input from the Funding Agents and the Purchasers with respect to the scope of each such coordinated audit. Upon the completion of any audit by or on behalf of the Auditee’s books Administrative Agent, the Administrative Agent shall provide copies of the results thereof to each Non-Conduit Committed Purchaser and records: (i) the Auditee may be audited only each [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Funding Agent on behalf of the related Purchaser Group. The number and frequency of any such audits prior to the Calendar Year in which occurrence of an Event of Default, Servicer Event of Default, Manager Termination Event or Amortization Event shall be not more frequently than annually (excluding any audits conducted during the audit request is made. (c) In order to initiate continuance of an audit for a particular Calendar YearEvent of Default, Servicer Event of Default or Amortization Event), and after the Audit Rights Holder must provide written notice to occurrence and continuance of an Event of Default, Servicer Event of Default, Manager Termination Event or Amortization Event, with such greater frequency as may be determined by the Auditee. The Audit Rights Holder exercising its audit rights shall provide Administrative Agent at the Auditee with notice of [**] proposed dates direction of the Majority Facility Investors. Each such audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by at the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business expense of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this AgreementIssuer. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. Upon sixty (a60) Each Party maydays prior written request by Palomar or MGH, upon request Laserscope and at its expense (except as provided for herein)Laserscope Affiliates shall permit a certified, cause an internationally recognized independent accounting firm public accountant selected by it (except one Palomar or MGH to whom have access during normal business hours, at Laserscope and such Laserscope Affiliate’s premises, to such of the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records of the other Party Laserscope and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit of the Auditee’s books and records: (i) the Auditee Laserscope Affiliates as may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the accuracy of the royalty reports and payments hereunder. Palomar may make such a request not more than once in respect of any calendar year and such request may not apply to any periods outside of the period of time that the appropriate records are required to be made pursuant to kept hereunder in accordance with Section 4.9. In the terms of this Agreement. (e) If event that such accountant concludes that additional royalties are owed for the audit shows any under-reporting or underpaymentaudited period, or overcharging by any Party, that under-reporting, underpayment or overcharging the additional royalty shall be reported paid within thirty (30) days of the date Palomar delivers to the Audit Rights Holder and the underpaying or overcharging Party shall remit Laserscope such underpayment or reimburse such overcompensation (accountant’s written report so concluding, together with interest at calculated in the rate set forth in manner provided by Section 9.13) to the underpaid 4.11. The fees charged by such accountant shall be paid by Palomar or overcharged Party within [**] days after receiving MGH unless the audit reportdiscloses that the royalties payable by Laserscope for the audited period are at least five thousand dollars (U.S. $5,000) more than the royalties actually paid for such period, in which case Laserscope shall pay the reasonable fees and expenses charged by such accountant. FurtherPalomar agrees that such accountant’s report and all information subject to review under this Section 4.10 is confidential, if that it shall cause such accountant to retain all such information in confidence, and that it shall not provide such information to MGH unless MGH agrees to retain all such information in confidence. Palomar hereby covenants and agrees that Palomar may not use any such information for any purpose other than determining whether Laserscope or any Laserscope Affiliate has complied with their obligations under, and enforcing the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period terms of, this Agreement. Palomar further agrees that, until such time as such information is no longer confidential through no fault of Palomar, it shall maintain such information in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, confidence and treat it in a manner at least as restrictive as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for manner in which Palomar treats its respective audit fees own confidential information of similar nature and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records event not less than with a reasonable degree of the Auditee will be referred to as the “Audit Rights Holdercare.”

Audits. The Recipient will have the right to engage, at its cost, independent auditors to audit any annual calculation of Net Smelter Returns provided by the Payor documenting the calculation of the Royalty payments made during the preceding year provided such audit is completed within one hundred and eighty (180) days of receipt by the Recipient of the documentation of the calculation of the Royalty payments for that year. The independent auditors engaged by the Recipient must be a firm of nationally recognized professional accountants with experience auditing large scale precious or base metals mining operations. Any such audit shall be for a reasonable length of time during regular business hours, at a mutually convenient time, upon at least ten (10) Business Days’ prior written notice by the Recipient, and the Payor will grant all such rights of access to the independent auditors as may reasonably be required to conduct the audit, subject at all times to the reasonable workplace rules and supervision of the Payor, and provided that any rights of access do not unreasonably interfere with any exploration, development, mining or milling activities conducted on the Claim. If the audit conducted by the Recipient concludes that the Payor has underpaid any Royalty payments in the preceding year, then the Payor and the Recipient and their respective auditors will meet within fifteen (15) days of the Recipient advising the Payor of such a conclusion to discuss the details of the audit and the determination of an underpayment as well as the related accounting policies and attempt to reach agreement on the amount of the underpayment, if any. If there is no agreement reached and the Recipient decides to pursue a claim against the Payor for underpayment, the Payor’s liability in such proceedings for an underpayment shall be: (a) Each Party may, upon request and at its expense (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records amount of the other Party and underpayment, if any, finally determined in any proceedings brought by the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI.Recipient; and (b) In respect of each audit if the size of the Auditee’s books and records: (i) underpayment is greater than 5% of the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be Royalty payments made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year Recipient in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Yearprevious year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates Recipient’s costs of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such auditRoyalty payments. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. Norgine shall keep, and cause its Affiliates and any Sublicensees to keep, complete and accurate records in sufficient detail to enable a calculation of royalties due to Santarus on account of Net Sales of Licensed Products in the Territory, determined in accordance with IFRS, consistently applied (aincluding calculation of gross amounts invoiced for each Licensed Product, Net Sales of each Licensed Product, all itemized deductions from gross amounts invoiced taken to calculate Net Sales, and amounts payable hereunder to Santarus for each Licensed Product) Each Party mayand adjusted at an aggregate level to Net Sales in accordance with GAAP. Upon the written request of Santarus, upon request and at its expense (except as provided for herein), cause an internationally recognized independent Norgine shall permit a certified public accounting firm selected by it (except one reasonably acceptable to whom the Auditee has a reasonable objection), (the “Audit Team”) Parties to audit inspect during ordinary regular business hours the books on Business Days and records of the other Party and the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [***] days a calendar year and going back no more than [***] years after receipt of the first determination is provided respective royalty report, all or any part of the records and books necessary to verify such Auditee report. The accounting firm shall enter into *** Certain information on this page has been omitted and to be limited filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the disputed matters)omitted portions. Such Audit Team appropriate confidentiality obligations with Norgine to treat all information it receives during its inspection in confidence. The accounting firm shall not disclose to the Audit Rights Holder Parties only the extent to which such reports are correct and details concerning any discrepancies, and no other information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to shall be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to Santarus. The records and results of such audits shall be made pursuant to the terms deemed Confidential Information of this Agreement. (e) Norgine. If the audit shows any under-reporting or underpaymentreview reflects an underpayment to Santarus, or overcharging by any Party, that under-reporting, such underpayment or overcharging shall be reported promptly remitted to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (Santarus, together with interest at calculated in the rate set forth manner provided in Section 9.13) 7.8. If the review reflects an overpayment to Santarus, such overpayment shall be credited against the underpaid or overcharged Party within next payment due Santarus. If the review reveals an underpayment of more than [***] days after receiving of the audit report. Further, if the audit amounts due for an annual any period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [***] percent ([**]%) of the amounts properly determinedconsecutive Calendar Quarters, the underpaying or overcharging Party, as the case may be, Norgine shall reimburse Santarus for the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for costs of such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. ViroPharma will keep full and accurate books and records relating to the performance required of its obligations under this Agreement and its Net Sales of any product that Lilly would be entitled to a royalty payment on pursuant to this Article 2. For any period in which ViroPharma is obligated to pay a ViroPharma Royalty Payment, plus two (a2) Each Party mayyears thereafter, upon request Lilly will have the right, either itself or through an independent certified public accountant of Lilly’s choice and at its expense reasonably acceptable to ViroPharma (except as provided for hereinit being agreed that Lilly’s then current corporate auditor is acceptable to ViroPharma), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a during regular business hours and upon reasonable objection)advance notice, (the “Audit Team”) to audit during ordinary business hours the or to have such books and records of ViroPharma audited no more frequently than two (2) times per Calendar Year so as to verify the other Party accuracy of the royalty payment information previously reported to Lilly. Such audit may cover the two (2) Calendar Years preceding the date of the request for such audit. Notwithstanding the foregoing, no audit of ViroPharma pursuant to this Section 2.3 will cover any period of time preceding the Closing Date. Such accountants will be advised on the confidentiality obligations of this Agreement and keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; provided, however, in the correctness event such audit reveals that the ViroPharma Royalty Payments previously reported to Lilly are less than the properly calculated amount of any payment made ViroPharma Royalty Payments hereunder by five percent (5%) or required to more from that revealed by the audit, the cost of the audit will be made to or borne by such PartyViroPharma. ViroPharma will include in all sublicenses granted in accordance herewith, and any report underlying such payment (or lack thereof)other agreements enabling a Third Person to be a Permitted Seller, pursuant an audit provision substantially similar to the terms of this Agreement. Prior foregoing requiring such Permitted Seller to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality keep full and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article XI. (b) In respect of each audit of the Auditee’s books and records: (i) the Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [**]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit accurate books and records relating to sales of an Auditee from Marketed Product for a New Indication and ViroPharma New Product and granting Lilly the [**] Calendar Years prior right (substantially similar to the Calendar Year right described in which this Section 2.3) to audit or to have an independent public accounting firm reasonably acceptable to ViroPharma audit the audit request is made. (c) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates accuracy of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment information reported by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs sublicensee in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related coststherewith. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”

Audits. (a) Each Upon reasonable advance written notice by a Party may, upon request and at its expense (except as provided for herein), cause an internationally recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit TeamAuditing Party”) and not more than once in each Calendar Year (except for cause), the other Party (the “Audited Party”) and its Affiliates shall permit, and shall use reasonable efforts to audit cause their Sublicensees to permit the Auditing Party or Existing Licensors (or an attorney or CPA of such licensor), or an independent certified public accounting firm of internationally recognized standing, selected by the Auditing Party and reasonably acceptable to the Audited Party, to have access during ordinary normal business hours to such of the books and records of the other Audited Party and its Affiliates and, if applicable, their Confidential Sublicensees as may be reasonably necessary to verify the correctness accuracy of any payment made the applicable royalty or required milestone payments hereunder. No year may be audited more than once, except for cause. The accounting firm will enter a confidentiality agreement reasonably acceptable to be made the Audited Party governing the use and disclosure of the Audited Party’s information disclosed to or by such Partyfirm, and any report underlying such payment (or lack thereof), pursuant firm shall disclose to the terms of this Agreement. Prior Auditing Party only whether the information provided by the Audited Party to commencing its work pursuant to this Agreementthe Auditing Party as described in clauses (a) through (b) above was accurate, and the Audit Team specific details concerning any discrepancies, which information shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than of the obligations set forth in Article XIAudited Party. (b) In respect of Unless disputed by either Party in good faith, if such accounting firm concludes that any payments paid by a Party to the other Party during the audited period were more or less than the amount actually due, the underpaying Party shall pay any additional amounts due, or the overpaid Party will refund any amounts overpaid, as applicable, in each audit case plus interest as set forth in Section 5.10, within forty-five (45) days after the date the written report of the Auditee’s books and records: (i) accounting firm so concluding is delivered to the Auditee may Parties. The written report will be audited only [**]binding on the Parties absent clear error. The fees charged by such accounting firm shall be paid by the Auditing Party; provided, (ii) no records for any given year for an Auditee may be audited however, that if the audit results in a payment adjustment of more than [**]; provided that five percent (5%), then the Auditee’s records Audited Party shall still be made available if pay the reasonable fees and expenses charged by such records impact another accounting firm. The Auditing Party shall treat all financial year which is being audited, and (iiiinformation disclosed by its accounting firm pursuant to this Section 5.7(b) as Confidential Information of the Audit Rights Holder shall only be entitled to audit books and records Audited Party for purposes of an Auditee from the [**] Calendar Years prior to the Calendar Year in which the audit request is madeArticle XII of this Agreement. (c) In order to initiate the event of a good faith dispute by either Party regarding the result of an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by an Audit Team shall be made available first for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to this Section 5.7(c), the terms Parties shall agree in good faith on an alternative independent certified public accounting firm of this Agreement. (e) internationally recognized standing to perform a second audit. If such audit is requested by the Audited Party because the Audited Party was found by the initial audit shows any under-reporting to have underpaid and the second audit confirms that the Audited Party underpaid, then the Audited Party shall bear all costs associated with the second audit. If such audit is requested by the Auditing Party because the Audited Party was found by the initial audit to have overpaid and the second audit confirms that the Audited Party overpaid, then the Auditing Party shall bear all costs associated with the second audit. Notwithstanding the above, in the event that the second audit confirms the findings of the first audit, the requesting Party shall pay. No over or underpayment, or overcharging under payment indicated by any Party, that under-reporting, underpayment or overcharging the initial audit shall be reported to payable in the Audit Rights Holder event of a dispute until the second audit is complete and such second audit shall be binding on the underpaying Parties, with any under or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with over payment determined thereby, plus interest at the rate as set forth in Section 9.135.10, being payable within thirty (30) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if date the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) written report of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costsaccounting firm so concluding is delivered to both Parties. (f) For the purposes of the audit rights described herein, an individual Party subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.”