Common use of Records and Audit Clause in Contracts

Records and Audit. (i) For a period of three (3) years after the calendar year to which the records relate, Par shall keep, and shall cause its Sub-distributors to keep, complete and accurate records pertaining to the sale or other disposition of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereunder. Alfacell shall have the right to cause an independent, certified public accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify the amount of Royalties and other payments due under this Agreement, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hours, within three (3) years after the Royalty period to which such records relate. Any amounts shown to be owing by such audits shall be paid promptly. Alfacell shall bear the cost of such audit unless such audit discloses a variance in the amounts paid by Par of more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such audit. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. Assignee shall keep (ior cause to be kept) For a period of three (3) years after the calendar year to which the records relate, Par shall keep, and shall cause its Sub-distributors to keep, complete and accurate records pertaining to Net Sales of Products and the sale or other disposition of the Product payments due under this Agreement, in sufficient detail to permit Alfacell ▇▇▇▇▇▇ Estate to confirm the accuracy of all payments due hereunderunder this Agreement. Alfacell ▇▇▇▇▇▇ Estate shall have the right right, at its expense, to cause an independent, certified public accountant to which Par has no reasonably, well-founded objection to audit such records as necessary to confirm Assignee’s payments for the gross invoiced sales amountspreceding year. Such independent, the Net Sales, Net Margin certified public accountant shall be legally bound by written confidentiality and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify the amount of Royalties and other payments due under this Agreement, and such auditor shall enter into a non-disclosure agreement reasonably acceptable use obligations running directly to ParAssignee. It shall be nationally recognized in the United States. Such audits audit rights may be exercised no more often than once a year on reasonable advance notice year, once only with respect to Par and during normal business hoursrecords regarding any given accounting period, within three (3) years after the Royalty period year to which such records relate, upon reasonable advance notice to Assignee and during normal business hours. Any amounts shown to be owing The terms of this Section shall survive any termination or expiration or termination of this Agreement for a period of one (1) year. In the event that such audit reveals an underpayment by Assignee of the actual amount owed the ▇▇▇▇▇▇ Estate, Assignee will pay the difference, plus interest calculated at the rate of ten percent (10%) per year. If such audits shall be paid promptly. Alfacell shall bear underpayment is more than ten percent (10%) for any calendar month, Licensee will also reimburse the ▇▇▇▇▇▇ Estate for the cost of such audit. If the audit unless such audit discloses a variance reveals that Assignee overpaid, then Assignee may credit the overpaid amounts against future payments due hereunder, or require reimbursement of the overpaid amounts within thirty (30) days after the audit. All books and records relative to Licensee’s obligations hereunder will be maintained by Licensee at Licensee’s address set forth in this Agreement (which will be in the amounts paid by Par of more than five percent (5%United States) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of at least three (3) years after the end of the calendar year to which they relate, including after termination of this Agreement as applicable. In the case of records relate or such longer period as may be required held by applicable lawAssignee’s Licensees, Alfacell it shall keep records pertaining suffice if Assignee obtains an audit right for itself similar to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (Assignee’s audit right above, and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant share the results of its own audits with ▇▇▇▇▇▇ Estate; Assignee shall not be required to which Alfacell has no reasonably, well-founded objection obtain a direct right for ▇▇▇▇▇▇ Estate to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such auditLicensee. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. (i) For a period of ▇▇▇▇ shall keep complete and accurate books and records setting forth Gross Profit, gross sales, Net Sales (including all deductions to determine Net Sales), Marketing Allowance, Label Conversion Fee, Shipping Expense, aggregate Acquisition Price, and any and all amounts due to IMPAX hereunder, which books and records shall be maintained in accordance with GAAP on an individual Product basis. ▇▇▇▇ shall permit IMPAX, at IMPAX’s expense, to engage an Accountant, reasonably acceptable to ▇▇▇▇, to examine such books and records at any reasonable time, but not more than two (2) times per year and not later than three (3) years after following the calendar year rendering of the reports, accountings and payments that are the subject of the examination. IMPAX shall use resonable efforts to which cause the records relateAccountant to execute a written agreement, Par shall keepreasonably satisfactory to ▇▇▇▇, obligating such Accountant to maintain in confidence all information disclosed to such Accountant during the examination and shall cause its Sub-distributors to keep, complete and accurate records pertaining all information generated by such Accountant pursuant to the sale or other disposition of examination. In the Product in sufficient detail to permit Alfacell to confirm event such examination determines that ▇▇▇▇ has underpaid IMPAX for the accuracy of all payments due hereunder. Alfacell shall have the right to cause an independent, certified public accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify the amount of Royalties and other payments due period under this Agreement, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hours, within three (3) years after the Royalty period to which such records relate. Any amounts shown to be owing review by such audits shall be paid promptly. Alfacell shall bear the cost of such audit unless such audit discloses a variance in the amounts paid by Par of more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell ), ▇▇▇▇ shall also reimburse IMPAX for the period audited. In such case, Par shall bear the reasonable cost of such auditexamination and pay to IMPAX interest on such underpayment at the rate of 12% per annum. The determination by the Accountant will be binding on the Parties. (ii) For a period IMPAX shall keep complete and accurate books and records setting forth the cost of the active ingredient of the Product and the cost of the components comprising, and the methodology of calculating, the Acquisition Price. IMPAX shall permit ▇▇▇▇, at DAVA’s expense, to engage an Accountant, reasonably acceptable to IMPAX, to examine such books and records at any reasonable time, but not more than one (1) time per year and not later than three (3) years after following the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy rendering of the Transfer Price)reports, as well as records pertaining to any other amounts charged to or reimbursed by Par hereunderaccountings and payments that are the subject of the examination. Par ▇▇▇▇ shall have the right use resonable efforts to cause an independentthe Accountant to execute a written agreement, certified public accountant reasonably satisfactory to which Alfacell has no reasonablyIMPAX, well-founded objection obligating such Accountant to audit maintain in confidence all information disclosed to such records to confirm Direct Cost Accountant during the examination and any all information generated by such other amounts charged to or reimbursed by Par Accountant pursuant to the terms hereof; provided, however, examination. In the event such examination determines that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to ▇▇▇▇ has overpaid IMPAX for the extent such disclosure is necessary to verify the amount of any overpayments made period under review by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell ), IMPAX shall also reimburse ▇▇▇▇ for the period audited. In such case, Alfacell shall bear the reasonable cost of such auditexamination and pay to ▇▇▇▇ interest on such underpayment at the rate of 12% per annum. The determination by the Accountant will be binding on the Parties. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. (i) For a period of three (3) years after the calendar year to which the records relate, Par shall keep, and shall cause its Sub-distributors to keep, Amgen will keep complete and accurate records pertaining to the sale or other disposition of the Product Royalty Bearing Collaboration Products in sufficient detail to permit Alfacell Anadys to confirm the accuracy of all payments due hereunder. Alfacell Anadys shall have the right to cause an independent, certified public accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Amgen's Net Sales, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify the amount of Royalties royalty payments and other payments due under this Agreementfor the preceding year. Prior to audit implementation, and such auditor Anadys shall enter into a non-disclosure agreement reasonably acceptable submit an audit plan, including audit scope, to ParAmgen for Amgen's approval, which shall not be unreasonably withheld. Such audits audit rights may be exercised no more often than once a year on reasonable advance notice to Par and during normal business hoursyear, within three four (3) years after the Royalty period to which such records relate. Any amounts shown to be owing by such audits shall be paid promptly. Alfacell shall bear the cost of such audit unless such audit discloses a variance in the amounts paid by Par of more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (34) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment quarter to which such records relate, upon reasonable notice to Alfacell Amgen and during normal business hourshours for the sole purpose of, and only to the extent necessary, to verify the completeness and accuracy of the records and payments made under this Agreement; provided, however, that the books and records for any particular calendar year shall only be subject to one audit. Any The independent, certified public accountant shall keep confidential any information obtained during such inspection and shall report to Anadys only the amounts shown to be owing by such audits of Net Sales and royalties due and payable, but may include, in the event the accountant shall be paid promptlyunable to verify the correctness of any or all of such payment, the unverifiable amount of such payment and information relating to why any or all of such payment is unverifiable. Par Amgen shall receive a copy of each such report concurrently with receipt by Anadys. In the event that such payment is unverifiable, Amgen and Anadys shall use good faith efforts to arrive at an equitable solution. Anadys will bear the full cost of such audit unless such audit discloses an overpayment by Par underpayment of more than five [...***...] percent (5[...***...]%) as compared to from the amount of total payments and/or reimbursements actually owed to Alfacell for the period auditeddue. In such case, Alfacell shall bear Amgen Will pay, in addition to the amount of any underpayment, the reasonable cost of such Anadys' certified public accountant for the audit. (iii) . In the event of an overpayment by Amgen, the amount overpaid shall be credited ***CONFIDENTIAL TREATMENT REQUESTED against future royalties owed to Anadys by Amgen. The terms of this Section 6.5(c5(o) shall survive any termination or expiration or termination of this Agreement for a period of three [...***...] (3[...***...]) years following years. Upon the calendar expiration of such [...***...] ([...***...]) year in which period, the relevant payment obligation hereunder expires calculation of any such amounts payable with respect to such particular year shall be binding and conclusive upon Anadys, and Amgen shall be released from any liability or terminatesaccountability with respect to such amounts for such year.

Records and Audit. (i) For A. The Contractor shall maintain detailed time and expenditure records that indicate the date; time, nature and cost of services rendered during the GSA’s term and effect and retain them for a period of three five (35) years after from the calendar year date of final payment under this GSA. The records shall be subject to which inspection by the records relateHSD, Par shall keep, the Department of Finance and shall cause its Sub-distributors to keep, complete Administration and accurate records pertaining to the sale or other disposition of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereunderState Auditor. Alfacell The HSD shall have the right to cause an independent, certified public accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin ▇▇▇▇▇▇▇▇ both before and Royalty payments; provided, however, that such auditor after payment. Payment under this GSA shall not disclose Parforeclose the right of the HSD to recover excessive or illegal payments. B. Contract for an independent audit in accordance with 2 CFR 200 at the Contractor’s Confidential Information expense, as applicable or upon HSD request, submit its most recent 2 CFR 200 audit. The Contractor shall ensure that the auditor is licensed to Alfacell, except to perform audits in the extent such disclosure is necessary to verify the amount State of Royalties New Mexico and other payments due under this Agreement, and such auditor shall be selected by a competitive bid process. The Contractor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hourswritten contract with the auditor specifying the scope of the audit, within three (3) years after the Royalty period to auditor’s responsibility, the date by which such records relate. Any amounts shown the audit is to be owing by such completed and the fee to be paid to the auditor for this service. Single audits shall be paid promptlycomply with procedures specified by the HSD. Alfacell The audit of the contract shall bear cover compliance with Federal Regulations and all financial transactions hereunder for the cost entire term of the GSA in accordance with procedures promulgated by 2 CFR 200 or by Federal program officials for the conduct and report of such audit unless such audit discloses a variance in audits. An official copy of the amounts paid by Par of more than five percent (5%) from independent auditor’s report shall be available to the amount of Royalties and/or HSD and any other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period authorized entity as may be required by applicable law, Alfacell shall keep records pertaining to calculation law within (fifteen) 15 days of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy receipt of the Transfer Price), as well as records pertaining final audit report. The Contractor may request an extension to any other amounts charged the deadline for submission of the audit report in writing to or reimbursed by Par hereunder. Par shall have the HSD for good cause and the HSD reserves the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and approve or reject any such other amounts charged request. The HSD retains the right to contract for an independent financial and functional audit for funds and operations under this GSA if it determines that such an audit is warranted or reimbursed desired. C. Upon completion of the audit under the applicable federal and state statutes and regulations, the Contractor shall notify the HSD when the audit is available for review and provide online access to the HSD, or the Contractor shall provide the HSD with four (4) originals of the audit report. The HSD will retain two (2) and one (1) will be sent to the HSD/Office of the Inspector General and one (1) to the HSD/Administrative Services Division/Compliance Bureau. D. Within thirty (30) days thereafter, or as otherwise determined by Par the HSD in writing, the Contractor shall provide the HSD with a response indicating the status of each of the exceptions or findings in the said audit report. If either the exceptions or findings in the audit are not resolved within thirty (30) days, the HSD has the right to reduce funding, terminate this GSA, and/or recommend decertification in compliance with state and/or federal regulations governing such action. E. This audit shall contain the Schedule of Expenditures of Federal Awards for each program to facilitate ease of reconciliation by the HSD. This audit shall also include a review of the schedule of depreciation for all property or equipment with a purchase price of $5,000 or more pursuant to the terms hereof; provided2 CFR 200, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacellspecifically subpart F, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such auditappendices where appropriate. (iii) The terms of this Section 6.5(c) F. This audit shall survive any termination or expiration of this Agreement for include a period of three (3) years following the calendar year report on compliance with requirements applicable to each major program and internal control over compliance in which the relevant payment obligation hereunder expires or terminatesaccordance with 2 CFR 200, specifically subpart F and appendices.

Records and Audit. (i) For a period Alamo and its Affiliates shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to CIMA hereunder. Such books of account shall be kept at Alamo’s principal place of business or the principal place of business of the appropriate Affiliate of Alamo to which this Agreement relates. Such books and the supporting data shall be open, at all reasonable times and upon reasonable notice during the term of this Agreement and for three (3) years after the calendar year to which the records relateits termination, Par shall keep, and shall cause its Sub-distributors to keep, complete and accurate records pertaining to the sale or other disposition inspection by a firm of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereunder. Alfacell shall have the right to cause an independent, certified public accountant accountants selected by CIMA and reasonably acceptable to which Par has no reasonablyAlamo, well-founded objection to audit such records to confirm for the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty paymentslimited purpose of verifying Alamo’s royalty statements; provided, however, that such auditor examination shall not disclose Par’s Confidential Information to Alfacelltake place more often than once each Year, except to shall not cover more than the extent such disclosure is necessary to verify the amount of Royalties and other payments due under this Agreement, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hours, within preceding three (3) years after Years, with no right to audit any period previously audited and shall not occur during the Royalty 90-day period to which following the end of Alamo’s fiscal Year without the mutual agreement by Alamo. Except as otherwise provided in this Section, the cost of any such records relate. Any amounts shown to be owing by such audits examination shall be paid promptly. Alfacell shall bear by CIMA In the cost event that any such inspection reveals a deficiency in excess of such audit unless such audit discloses a variance in 5% of the amounts paid by Par of more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell reported royalty for the period auditedcovered by the inspection, Alamo shall promptly pay CIMA the deficiency, plus interest at the rate of 6% per annum (which interest shall accrue from the date any such deficiency payment was due), and shall reimburse CIMA for the reasonable fees and expenses paid to such accountants in connection with their inspection for such period. In the event that any such caseinspection reveals a deficiency that is less than 5% of the reported royalty for the period covered by the inspection, Par Alamo shall bear promptly pay CIMA the reasonable cost deficiency, plus interest at the rate of 6% per annum (which interest shall accrue from the date any such audit. (ii) For a period of deficiency payment is due). In the event that any such inspection reveals an overpayment, CIMA shall promptly pay Alamo the overpayment. The patties agree that neither party shall be required to retain books and records with respect to the above other than books and records relating to the current Year and the immediately preceding three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such auditYears. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. (i) For During the term of this Agreement and for a period of three (3) years after the calendar year to which the records relate[ * ] thereafter, Par Wyeth shall keep, and shall cause its Sub-distributors to keep, keep complete and accurate records pertaining to the development, manufacture, use, sale or other disposition of the Product Agreement Products, in sufficient detail to permit Alfacell Exelixis to confirm the accuracy of all payments due hereunder. Alfacell Exelixis shall have the right to cause an independent, certified public accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty accuracy of Wyeth’s payments; provided, however, that such auditor shall not disclose ParWyeth’s Confidential Information confidential information to AlfacellExelixis, except to the extent such disclosure is necessary to verify the amount of Royalties and other payments due under this Agreement, ; and provided further that Wyeth may require such auditor shall enter into public accountant to sign a standard non-disclosure agreement reasonably acceptable before providing such public accountant access to ParWyeth’s records. Such audits may be exercised once a year on reasonable advance notice If such public accountant concludes that additional amounts were due to Par Exelixis, Wyeth shall pay to Exelixis the additional amounts within [ * ] of the date Wyeth receives such public accountant’s written report, plus Interest during the period from the time the applicable payment was due until paid in full. If Wyeth disputes in good faith the accountant’s conclusion, it shall notify Exelixis within such [ * ] period, and the Parties shall work diligently and in good faith to resolve such dispute as soon as possible. If such underpayment exceeds [ * ] of the amounts that were paid to Exelixis during normal business hoursthe audited period, within three (3) years after Wyeth also shall reimburse Exelixis for the Royalty period out-of-pocket expenses incurred in conducting the audit. Exelixis shall not reveal to such public accountant the conditions under which such records relate. Any amounts shown the audit expenses are to be owing by reimbursed hereunder. If such audits accounting firm correctly concludes that Wyeth overpaid Exelixis, Wyeth shall credit such overpayment against subsequent payments owed to Exelixis. No interest shall be paid promptlydue Wyeth on such overpayment. Alfacell shall bear the cost of such audit unless such audit discloses a variance in the amounts paid by Par of more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such audit. (iii) The terms of this Section 6.5(c) 4.10 shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates[ * ].

Records and Audit. (i) For a period of three (3) years after the calendar year to which the records relate, Par shall keep, and shall cause its Sub-distributors to keep, Each Party will maintain complete and accurate records pertaining to the sale or other disposition of the Product in sufficient detail to permit Alfacell the other Party to confirm the accuracy of all payments due hereunderthe amount of Reimbursable Research Costs and Manufacturing Costs subject to reimbursement. Alfacell shall have Upon reasonable prior notice, such records will be available during regular business hours for a period of three years from the right to cause creation of individual records for examination by an independent, independent certified public accountant selected by the auditing Party and reasonably acceptable to which Par has the audited Party for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement. Such audits may occur no reasonably, well-founded objection more often than once each Calendar Year and will be limited to audit such the pertinent books and records to confirm for any Calendar Year ending [***] before the gross invoiced sales amounts, date of the Net Sales, Net Margin and Royalty payments; provided, however, that such request. Such auditor shall will not disclose Parthe audited Party’s Confidential Information to Alfacellthe auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of Royalties and other payments due to or by the audited Party under this Agreement, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hours, within three (3) years after the Royalty period to which such records relate. Any amounts shown to be owing by such audits shall owed but unpaid, or overpaid and in need of a refund, will be paid promptlyor refunded (as the case may be) within [***] after the accountant’s report. Alfacell shall The auditing Party will bear the full cost of such audit unless such audit discloses reveals an overpayment to, or an underpayment by, the audited Party that resulted from a variance discrepancy in the amounts paid financial report provided by Par of the audited Party for the audited period, which overpayment to or underpayment by the audited Party is more than five percent the greater of (5%i) from [***] of the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In set forth in such case, Par shall bear the reasonable cost of such audit. report and (ii) For a period of [***], in which case the audited Party will reimburse the auditing Party for the costs for such audit. The audit rights in this Section 8.6 (Records and Audit) will survive the Term for three (3) years after following the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the effective date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such audit. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminatesAgreement.

Records and Audit. (i) For 7.1 The Purchaser shall, and, so far as it is able to do so, shall cause the Relevant Parties to, keep in all material respects complete, true and accurate books and records in accordance with its Accounting Standards in relation to this Agreement including in relation to Net Sales and Royalty Payments. The Purchaser shall, and, so far as it is able to do so, shall cause the Relevant Parties to, keep such books and records for at least five years following the Calendar Year to which they pertain. 7.2 The Seller shall have the right, for a period of three (3) five years after receiving each Report, to audit such Report, whether by itself or through its Affiliates and/or to appoint an internationally-recognised independent accounting firm to audit (whether the calendar year to which Seller, its Affiliates, or the records relateaccounting firm, Par shall keepthe “Auditor”) such Report, and shall cause its Sub-distributors to keep, complete and accurate inspect the relevant records pertaining to the sale or other disposition of the Product in sufficient detail Relevant Parties to permit Alfacell to confirm verify such Report and the accuracy underlying statements, records or books of all payments due hereunderaccounts, as applicable. Alfacell Where the Auditor is not the Seller, the Auditor shall have the right to disclose to the Seller and/or other Affiliates its conclusions regarding any payments owed hereunder to the Seller. 7.3 The Purchaser shall, and shall cause an independentthe other Relevant Parties to, certified public accountant to which Par has no reasonably, well-founded objection to audit make their records available for inspection by the Auditor during regular business hours at such place or places where such records to confirm are customarily kept upon receipt of reasonable advance notice from the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary Auditor to verify the amount accuracy of Royalties each Report and other payments due under compliance with this Agreement, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hours, within three (3) years after the Royalty period to which such records relate. Any amounts shown to be owing by such audits shall be paid promptly. Alfacell Schedule 17. 7.4 The Seller shall bear the cost of such any audit unless such audit discloses a variance in the amounts paid by Par of more than five percent (5%) from the amount of Royalties and/or other payments actually owed pursuant to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price)this paragraph 7, as well as records pertaining its own costs, fees and expenses associated with enforcing its rights with respect to any other payments hereunder, except that, if it is determined by the Auditor that the amounts set out in the Sales & Royalties Report for any Calendar Quarter are more than three per cent. below the amounts actually due pursuant to this Schedule 17, the reasonable costs, fees and expenses charged to or incurred by the Auditor shall be paid or reimbursed by Par hereunder. Par shall have the right to cause Purchaser. 7.5 In the event that the final result of the inspection reveals an independentundisputed underpayment or overpayment by the Purchaser, certified public accountant to which Alfacell has no reasonablythe underpaid or overpaid amount, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; providedas applicable, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear settled promptly by the cost of such audit unless such audit discloses an overpayment by Par of more than five percent Seller or the Purchaser (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such auditapplicable). (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. (i) 5.5.1 Company shall maintain complete and accurate records in sufficient detail to permit NV to confirm the accuracy of any and all royalty payments payable by Company hereunder. 5.5.2 For a period of three (3) years after from the end of the calendar year to which the such records relatepertain, Par such records shall keepbe open for examination upon NV’s provision of at least thirty (30) days’ prior notice, such examination to be conducted during regular business hours, and shall cause its Sub-distributors not more often than once each calendar year, by a nationally recognized independent certified public accountant selected by Company and reasonably acceptable to keepNV, complete and accurate records pertaining to for the sale or other disposition sole purpose of the Product in sufficient detail to permit Alfacell to confirm verifying for NV the accuracy of all payments due hereunder. Alfacell shall have the right to cause an independent, royalty reports provided by Company under this IP Agreement. 5.5.3 Such independent certified public accountant shall be bound by confidentiality and non- use obligations to which Par reasonable satisfaction of Company that limit disclosure to whether an underpayment or overpayment has no reasonablyoccurred, well-founded objection to audit such records to confirm the gross invoiced sales amountsand, if so, the Net Salesvalue of such underpayment or overpayment. Company and NV will be entitled to receive a full written report of such independent certified public accountant with respect to its findings and NV will provide, Net Margin and Royalty payments; providedwithout condition or qualification, howeverCompany with a copy of the report, that such auditor shall not disclose Par’s Confidential Information to Alfacellor other summary of findings, except to the extent such disclosure is necessary to verify the amount of Royalties and other payments due under this Agreement, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hours, within three (3) years after the Royalty period to which such records relate. Any amounts shown to be owing prepared by such audits shall be paid promptly. Alfacell independent certified public accountant promptly following NV’s receipt of same. 5.5.4 NV shall bear the cost of such audit unless such audit discloses a variance in the amounts paid reveals an underpayment by Par Company of more than five percent (5%) from of the amount of Royalties and/or other payments actually owed to Alfacell due for the time period being audited. In such case, Par in which case Company shall bear reimburse NV for the reasonable cost costs of such audit. . Company shall pay to NV any underpayment discovered by such audit within thirty (ii30) For a period of three (3) years days after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, independent certified public accountant accountant’s report, plus interest (as set forth in clause 5.4.3) from the original due date. If the audit reveals an overpayment by Company, then Company may take a credit for such overpayment or offset against any future payments due to which Alfacell has NV (it being understood that if there will be no reasonablyfuture payment ​ ​ due, well-founded objection then NV shall refund such amount to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, Company within three thirty (330) years days after the date of payment to which such records relatethe audit). For the avoidance of doubt, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits any set-off shall be paid promptly. Par shall bear not impact the cost obligations of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such audita Party under clause 6. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. (i) For a period of three (3) years after the calendar year to which the records relateas long as Milestone Events or royalty payments are outstanding, Par Purchaser shall keep, and shall cause its Sub-distributors Affiliates and its and their Licensees that sell the Licensed Products to keep, complete and accurate records pertaining that are necessary to ascertain the sale or other disposition of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereunder. Alfacell Such records shall be kept for such period of time required by applicable Laws, but no [***] following the end of the Calendar Quarter to which they pertain. For as long as Milestone Events or royalty payments are outstanding, Seller shall not more than [***] have the right to cause have an independent, certified external independent registered public accountant accounting firm of Purchaser’s choosing inspect Purchaser’s records for the purpose of determining the accuracy of Milestone Payments or royalty payments for a period covering not [***] following the Calendar Quarter to which Par has no reasonably, well-founded objection they pertain. [***]. Such auditors shall keep confidential any information obtained during such inspection and shall report to audit such records to confirm Seller and Purchaser only the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify the amount amounts of Royalties and other payments due under this Agreement, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Parpayable. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hours, within three (3) years after the Royalty period hours upon reasonable prior written notice to which such records relatePurchaser. Any amounts shown to be owing by such audits shall be paid promptly. Alfacell Seller shall bear the full cost of such audit unless such audit discloses Purchaser’s failure to make a variance Milestone Payment or an underpayment of greater than [***] of royalty payments otherwise due under this Agreement, in the amounts paid by Par of more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such which case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par Purchaser shall bear the cost of such audit unless such and shall remit to Seller, in accordance with this Agreement, the outstanding payment within [***] of the date the auditors’ written report is received. Any underpayment by Purchaser revealed by an audit discloses an overpayment by Par shall be paid to Seller, within [***] of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for date the period audited. In such case, Alfacell shall bear the reasonable cost of such auditauditors’ written report is delivered. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. Landlord agrees to maintain accurate records of the cost of items with respect to which Tenant is required to pay as Additional Rent in 15 - AMBERGLEN STANDARD LEASE FORM - LEASE II accordance with reasonably accepted accounting practices for similar projects. Landlord shall provide to Tenant reasonable detail of the calculations of the Operating Expenses (i"Expenses Statement") as soon as reasonably practicable after the end of each calendar year ""Expenses Statement Date"). The Expenses Statement shall reflect total Operating Expenses for the Building and Common Area and all adjustments corresponding to the requirements set forth in this Lease. Landlord shall also provide in reasonable detail the calculations of Tenant's pro rata share of the Operating Expenses for the Building and Common Area and all adjustments corresponding to the requirements set forth in this Lease. For a period of three sixty (360) years days after Tenant is provided with the calendar year to which the records relateExpense Statement ("Audit Period"), Par shall keep, and shall cause its Sub-distributors to keep, complete and accurate records pertaining to the sale or other disposition of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereunder. Alfacell Tenant shall have the right to cause an independentright, certified public accountant to which Par has no reasonablyat its own costs and expense, well-founded objection to audit or inspect Landlord's records with respect to Operating Expenses for that lease year. All of the information obtained through Tenant's audit, as well as any settlement, compromise or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant and its officers, agents (including any third-party auditor), directors, shareholders and employees. Tenant shall give Landlord not less than five (5) business days' prior written notice of its intention to conduct any such audit. In the event Tenant elects to audit Landlord's Operating Expense records, such audit, if conducted by a third party, may not be compensated by Tenant on a contingency fee basis. Landlord shall make such records available to confirm the gross invoiced sales amountsTenant, the Net SalesTenant's designated employees or agents, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify the amount of Royalties and other payments due under this Agreement, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and for inspection during normal business hours. Tenant, within three (3) years after the Royalty period to which such records relate. Any amounts shown to be owing by such audits Tenant's designated employees or agents, shall be paid promptly. Alfacell shall bear the cost entitled to make photostatic copies of such audit unless records, provided Tenant bears the expense of such copying. If, as a result of the audit, Tenant believes that Tenant's share of the Operating Expense has been overstated, written objection shall be delivered to Landlord specifying the claimed error(s). Such objection shall be delivered to Landlord within the thirty (30) day Audit Period or all objections will be deemed to have been waived by Tenant. If such audit discloses a variance in that the amounts amount paid by Par Tenant as Tenant's share of Operating Expenses has been overstated, if Landlord agrees with the audit, Landlord shall repay such overpayment ("Expense Overpayment") to Tenant within thirty (30) days after the Audit Period. If the Expenses Overpayment is more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Pricevariable Operating Expenses (not including Taxes or insurance), as well as records pertaining to any other amounts charged to if Landlord agrees with the audit, then Landlord shall also pay Tenant's reasonable costs of audit at the same time. If Landlord disputes the audit, Landlord and Tenant shall mediate or reimbursed arbitrate the dispute before a single arbitrator mutually selected by Par hereunderthe Landlord and Tenant. Par shall have If arbitrated, the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost Landlord and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown Tenant agree to be owing bound by such audits shall be paid promptlythe arbitrator's decision. Par shall bear If the cost of such audit unless such audit discloses an overpayment by Par of arbitrator finds that the Expense Overpayment is more than five percent (5%) as compared of the variable Operating Expenses (not including Taxes or insurance), then Landlord shall also pay Tenant's reasonable costs of audit and all arbitration costs within thirty (30) days of the date of decision. If, however, the arbitrator finds that there is no Expense Overpayment, then Tenant shall pay Landlord's reasonable costs related to the amount audit and all arbitration costs within thirty (30) days of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear date of the reasonable cost of such auditdecision. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. Alamo and its Affiliates shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to CIMA hereunder. Such books of account shall be kept at Alamo's principal place of business or the principal place of business of the appropriate Affiliate of Alamo to which this Agreement relates. Such books and the supporting data shall be open, at all reasonable times and upon reasonable notice during the term of this Agreement and for two (i) For a period of three (32) years after the calendar year to which the records relateits termination, Par shall keep, and shall cause its Sub-distributors to keep, complete and accurate records pertaining to the sale or other disposition inspection by a firm of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereunder. Alfacell shall have the right to cause an independent, certified public accountant accountants selected by CIMA and reasonably acceptable to which Par has no reasonablyAlamo, well-founded objection to audit such records to confirm for the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty paymentslimited purpose of verifying Alamo's royalty statements; provided, however, that such auditor examination shall not disclose Par’s Confidential Information take place more often than once each Year, shall not cover more than the preceding two (2) Years, with no right to Alfacellaudit any period previously audited and shall not occur during the 90-day period following the end of Alamo's fiscal Year. Except as otherwise provided in this Section, except to the extent cost of any such disclosure is necessary to verify the amount of Royalties and other payments due under this Agreement, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hours, within three (3) years after the Royalty period to which such records relate. Any amounts shown to be owing by such audits examination shall be paid promptlyby CIMA. Alfacell shall bear In the cost event that any such inspection reveals a deficiency in excess of such audit unless such audit discloses a variance in [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of the amounts paid by Par of more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell reported royalty for the period auditedcovered by the inspection, Alamo shall promptly pay CIMA the deficiency, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] per annum (which interest shall accrue from the date any such deficiency payment is due), and shall reimburse CIMA for the reasonable fees and expenses paid to such accountants in connection with their inspection for such period. In the event that any such caseinspection reveals a deficiency that is less than [***CONFIDENTIAL TREATMENT REQUESTED, Par shall bear the reasonable cost of such auditPORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy ***] of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell reported royalty for the period auditedcovered by the inspection, Alamo shall promptly pay CIMA the deficiency, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] per annum (which interest shall accrue from the date any such deficiency payment is due). In the event that any such caseinspection reveals an overpayment, Alfacell CIMA shall bear promptly pay Alamo the reasonable cost of such auditoverpayment. The parties agree that neither party shall be required to retain books and records with respect to the above other than books and records relating to the current Year and the immediately preceding two (2) Years. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. (i) For Each Sony Entity that is distributing Royalty Bearing Product shall keep true and accurate records and books of account containing all data reasonably required for the computation and verification of royalties to be paid as provided herein. Such records and books shall be retained by such Sony Entities for a period of at least three (3) years after the calendar year reporting period to which the records they relate, Par shall keep, and shall cause its Subbe made available for inspection and copying during business hours by an independent auditor chosen by Immersion and approved by the Sony Entity to be audited (which approval will not be unreasonably withheld), no more than once per calendar year, upon at least twenty (20) days advance written notice. Any and all non-distributors to keep, complete and accurate records pertaining public information related to the sale Sony Entities or their business revealed in the course of such audit shall be kept confidential, and shall not be disclosed by the auditor to anyone other disposition than employees or professional advisors of Immersion who have a reasonable need to know in connection with such audit or used for any purpose other than to the extent reasonably necessary to determine the correctness of royalty payments made hereunder or to enforce rights under this Agreement. In the event such an audit reveals an underpayment by any Sony Entity, such Sony Entity will promptly remit any underpayment to Immersion but in any event no later than thirty (30) days after the date of the Product notice from Immersion or the auditor, reasonably describing the basis of the belief that Immersion has been underpaid, including any other relevant data used in sufficient detail to permit Alfacell to confirm the accuracy calculation. Immersion shall pay for the reasonable expenses and costs of all payments due hereunder. Alfacell shall have the right to cause an independentany such audit, certified public accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty payments; provided, provided however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify should it be determined that the amount of Royalties and other payments royalties due under this Agreement, and such auditor shall enter into a nonImmersion hereunder has been under-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hours, within three (3) years after the Royalty period to which such records relate. Any amounts shown to be owing reported or underpaid by such audits shall be paid promptly. Alfacell shall bear the cost of such audit unless such audit discloses a variance in the amounts paid by Par of more than five percent (5%) from for any applicable reporting period, then the amount of Royalties and/or other payments actually owed to Alfacell Sony Entities shall reimburse Immersion for the period audited. In such case, Par shall bear the full reasonable cost of such audit. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS EXHIBIT, WHICH PORTIONS HAVE BEEN OMITTED AND REPLACED WITH [****] AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such audit. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. (i) For a period of three (3) years after the calendar year to which the records relate, Par shall keepEach Party shall, and shall ensure that its Affiliates and sub licensees shall, keep or cause its Sub-distributors to keep, be kept complete and accurate records pertaining which are relevant to the sale or other disposition of the Product in sufficient detail any payment to permit Alfacell to confirm the accuracy of all payments due hereunder. Alfacell shall have the right to cause an independent, certified public accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify the amount of Royalties and other payments due be made under this Agreement, including without limitation, records on Net Sales, royalty calculations, Development Costs, and Manufacturing Costs. At the request and expense of either Party, the other Party, its Affiliates and its sub licensees shall permit an independent certified public accountant appointed by such auditor shall enter into a non-disclosure agreement Party and reasonably acceptable to Parthe other Party, at reasonable times and upon reasonable notice, to examine such records as may be necessary to determine, with respect to any Calendar Year ending not more than [***] to such Party’s request, the correctness or completeness of any report or payment made under this Agreement. Such audits The foregoing right of review may be exercised only [***] and only once a year on reasonable advance notice with respect to Par each such periodic report and during normal business hours, within three (3) years after the Royalty period to which payment. Results of any such records relate. Any amounts shown to be owing by such audits examination shall be paid promptly(a) limited to information relating to the correctness or completeness of any such report or payment, and (b) made available to both Parties. Alfacell The Party requesting the audit shall bear the cost expenses of such audit independent certified public accountant related to the performance of any such audit, unless such audit discloses a variance in to the amounts paid by Par detriment of the auditing Party of more than five percent (5%) [***] from the amount of Royalties and/or other payments actually owed to Alfacell for the period auditedoriginal report, or payment calculation. In such case, Par the Party being audited shall bear the reasonable full cost of the performance of such audit. (ii) For a period of three (3) years after . If such audit reveals that the calendar year audited Party, its Affiliate or sub licensee has failed to which accurately report information, and the records relate or such longer period as may be required by applicable lawresult was underpayment, Alfacell the relevant Party shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to promptly pay any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant due to the terms hereof; providedinspecting Party together with interest on such amount, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except calculated from the date accruable at a rate of [***] according to the extent such disclosure is necessary to verify European Central Bank [***] In the amount event of any overpayments made by Par to Alfacelloverpayment, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits overpayment shall be paid promptlyfully creditable against amounts payable in subsequent periods. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO 17 C.F.R. SECTIONS 200.80(B)(4) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such auditAND 240.24B-2. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. 17.14.1 The Contractor shall maintain detailed books and records consistent with all applicable requirements of the Contract Documents, sound administration practices of the design and construction of facilities similar to the Project, generally accepted accounting principles consistently applied, and all Applicable Laws, including such records as may be necessary to properly verify costs or substantiate claims for payment under the Contract. The Contractor’s books and records shall include all documentation reasonably necessary or desirable for OWNER, or others having audit rights, to verify costs, pricing data, amounts of compensation and schedule adjustments. The Contractor shall keep and maintain all such books and records until six (i) For a period of three (36) years after the calendar year to which the records relate, Par shall keep, and shall cause its Sub-distributors to keep, complete and accurate records pertaining to the sale or other disposition date of the Product in sufficient detail to permit Alfacell to confirm the accuracy achievement of all payments due hereunder. Alfacell shall have the right to cause an independent, certified public accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify the amount of Royalties and other payments due under this Agreement, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hours, within three Final Completion (3) years after the Royalty period to which such records relate. Any amounts shown to be owing by such audits shall be paid promptly. Alfacell shall bear the cost of such audit unless such audit discloses a variance in the amounts paid by Par of more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer PriceApplicable Laws), as well as records pertaining to any other amounts charged to and thereafter until all pending Claims or reimbursed by Par hereunder. Par disputes with OWNER are finally resolved. 17.14.2 OWNER, or its duly authorized representatives, shall have the right to cause an independentexamine and audit the Contractor’s books and records, certified public accountant including cost or pricing data, receipts, invoices or other documents, in order to which Alfacell has no reasonablyevaluate the accuracy, well-founded objection completeness and currency of cost or pricing data used or included by the Contractor in any Contractor Change Proposal or Contractor Change Request, or in connection with any adjustment to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par the Contract Price pursuant to the terms hereof; providedSection 11.9.4 or 9.3.8. In addition, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent required by Applicable Laws, OWNER, Puerto Rico and the Comptroller of Puerto Rico, or their duly authorized representatives, shall have the right to inspect the Work and to examine and audit the Contractor’s books and records. The books and records subject to such disclosure is examination and audit shall include all books, correspondence, records, cost or pricing data, receipts, invoices, or other documents necessary to verify evaluate the amount accuracy, completeness and currency of any overpayments cost or pricing data used by the Contractor. The Contractor’s books and records required to be made by Par available for examination and audit pursuant to Alfacell, and such auditor this Subsection 17.14.2 shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and made available at the Contractor’s office at the Site during normal business hours, upon five (5) Work Days’ prior notice to the Contractor. If any audit of the Contractor’s books and records discloses an overcharge to OWNER, OWNER may elect to either invoice the Contractor for the Repayment Amount (as hereinafter defined) or to deduct the Repayment Amount from any subsequent payment due to the Contractor, in OWNER’s full discretion. If OWNER elects to invoice the Contractor for any Repayment Amount due pursuant to the provisions of this Subsection 17.14.2, the Contractor shall pay the Repayment Amount to OWNER within three fifteen (315) years Days after receipt of the billing statement. The “Repayment Amount” shall be an amount equal to the overcharge, together with interest on such amount at the Repayment Rate computed from, and including the date of, issuance of payment to the Contractor of the overcharged amount, but not including the date of payment to which such records relaterepayment to, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear or deduction by, OWNER, as the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such auditcase may be. (iii) 17.14.3 The terms Contractor shall insert provisions corresponding to Subsections 17.14.1 and 17.14.2 in each Subcontract, to grant OWNER and its representative’s rights to examine and audit the books and records of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminateseach respective Subcontractor.

Records and Audit. (i) For During the term of this Agreement and for a period of three (3) years after at least [*] thereafter, Cadence agrees that it shall maintain true and accurate books of accounts and records sufficient to CADENCE CONFIDENTIAL SOFTWARE OEM LICENSE AGREEMENT * Certain information on this page has been omitted and filed separately with the calendar year Securities and Exchange Commission. Confidential treatment has been requested with respect to which the records relate, Par shall keepomitted portions. establish and confirm the amounts payable, and shall cause its Sub-distributors to keep, complete and accurate records pertaining to the sale or other disposition of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereunder. Alfacell shall have the right to cause an independent, certified public accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify the amount of Royalties and other payments due under this Agreement, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hours, within three (3) years after the Royalty period to which such records relate. Any amounts shown information to be owing by such audits shall be paid promptly. Alfacell shall bear the cost of such audit unless such audit discloses a variance in the amounts paid by Par of more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such casereported, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; providedthis Section 7. Vendor may, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance with prior written notice and during normal business hours, within three (3) years after have independent certified public accountants reasonably acceptable to Cadence audit and examine [*] Cadence's records relating to the date of payment Fees payable, and the information reported, pursuant to which such records relate, upon notice this Agreement. Such accountants must agree in advance in writing to Alfacell maintain in confidence and not to disclose to any party any information obtained during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost course of such audit unless such audit discloses examination, other than a disclosure to Vendor of the amounts of Fees that should have been paid, and other information that should have been reported, for the period covered by the examination. If the examination uncovers an underpayment by Cadence, Cadence shall promptly pay to Vendor the amount of the shortfall. If the examination uncovers an overpayment by Par Cadence, Vendor shall provide a credit in such amount which may be applied solely against future Fees due under this Agreement. In no event will Vendor be required to pay any amount to Cadence by reason of more than five percent (5%) as compared to such credit. If the amount of payments and/or reimbursements actually owed the shortfall exceeds [*], Cadence shall promptly reimburse Vendor for all costs relating to Alfacell for the period auditedsuch audit and inspection (including auditors' and attorneys' fees). In such case, Alfacell shall bear the reasonable cost of such audit. (iii) The terms of audit right contained in this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminatesmay not be exercised more than [*] period.

Records and Audit. Until the ***** anniversary of the date any book or record is created or such longer period required by Applicable Law (i) For a period of three (3) years after the calendar year to which the records relate“Record Retention Period”), Par Protiva shall keep, maintain and shall cause its Sub-distributors to keep, retain complete and accurate books of account and records pertaining covering all transactions relating to payment of amounts that may be due under Article VI of this Supply Agreement. Upon the sale or other disposition reasonable advance notice of the Product in sufficient detail to permit Alfacell to confirm the accuracy Dicerna (of all payments due hereunder. Alfacell at least ***** days), Protiva shall have the right to cause an independent, make such books and records available for inspection and audit by Dicerna’s authorized representative (which shall be a national certified public accountant accounting firm designated by Dicerna), subject to which Par has no reasonablyreasonable precautions to protect the confidential information of Protiva. Dicerna may not audit Protiva’s books and records more than once in any *****-month period. All audits must be conducted during normal business hours of Protiva and conducted in a manner so as to minimize the impact on the normal operations of Protiva. The accounting firming conducting any such audit must provide the report of its findings of any audit to both Parties, well-founded objection to audit may only identify in such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify report whether the amount of Royalties Batch Prices and Fees paid was correct and the actual amount of the Batch Prices and Fees payable and may not disclose any other payments due under this Agreement, Confidential Information of Protiva. The auditor’s report and all other information disclosed to the auditor or generated by the auditor in such auditor audit will be the Confidential Information of Protiva. Dicerna shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hours, within three (3) years after the Royalty period to which such records relate. Any amounts shown to be owing by such audits shall be paid promptly. Alfacell shall bear pay the cost of such audit audits unless it discovers that Protiva has overcharged for Batch Prices or Fees during any year in the Record Retention Period by an amount of ***** percent ***** or more, in which case the costs of such audit discloses a variance in shall be borne by Protiva. If an audit reveals an underpayment or overpayment, the amounts paid by Par of more than five percent (5%) from Party responsible for making payment shall promptly pay to the other Party the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate underpayment or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such audit. (iii) The terms of discovered unpaid under this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates6.5, subject to Section 6.3(b).

Records and Audit. (i) For During the term of this Agreement and for a period of three (3) [ * ] years after the calendar year to which the records relatethereafter, Par Helsinn shall keep, and shall cause its Sub-distributors to keep, keep complete and accurate records pertaining to the development, manufacture, use, sale or other disposition of the Product Products, in sufficient detail to permit Alfacell Exelixis to confirm the accuracy of all payments due hereunderhereunder and compliance with the diligence obligations set forth in Section 3.6. Alfacell Exelixis shall have the right to cause an independent, certified public accountant reasonably acceptable to which Par has no reasonablyHelsinn, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty accuracy of Helsinn’s payments; provided, however, that such auditor shall not disclose ParHelsinn’s Confidential Information confidential information to AlfacellExelixis, except to the extent such disclosure is necessary to verify the amount of Royalties and other payments due under this Agreement, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hours, within three (3) years after the Royalty period to which such records relate. Any amounts shown to be owing by such audits shall be paid promptly. Alfacell Exelixis shall bear the cost of such audit unless such audit discloses a variance in the amounts paid by Par of more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the full cost of such audit unless such audit discloses an overpayment by Par underpayment of more than five percent (5%) as compared to [ * ] from the amount of payments and/or reimbursements actually owed to Alfacell amounts previously paid for the period auditedaudited period. In such case, Alfacell Helsinn shall bear the reasonable full cost of such audit. . Helsinn shall remit any underpayment identified by such audit (iiiplus applicable interest) to Exelixis within thirty (30) days of the results of such audit. Reciprocally, if the audit discloses an overpayment from the amount of royalties previously paid by Helsinn, Exelixis shall remit any such overpaid amount (plus applicable interest) to Helsinn within thirty (30) days of the results of such audit. The terms of this Section 6.5(c) 4.8 shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates[ * ]. [ * ] = 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.

Records and Audit. (i) For a period of three (3) years after the calendar year to which the records relate, Par AVENTIS and its Affiliates shall keep, and shall cause its Sub-distributors to keep, complete keep true and accurate records pertaining books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to CIMA hereunder. Such books and the supporting data shall be open, at all reasonable times and upon reasonable notice during the term of this Agreement and for two (2) Years after its termination, to the sale or other disposition inspection by a firm of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereunder. Alfacell shall have the right to cause an independent, certified public accountant accountants selected by CIMA and reasonably acceptable to which Par has no reasonablyAVENTIS, well-founded objection to audit such records to confirm for the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty paymentslimited purpose of verifying AVENTIS' royalty statements; provided, however, that such auditor examination shall not disclose Par’s Confidential Information take place more often than once each Year and shall not cover more than the preceding two (2) Years, with no right to Alfacellaudit any period previously audited. Except as otherwise provided in this Section, except to the extent cost of any such disclosure is necessary to verify the amount of Royalties and other payments due under this Agreement, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hours, within three (3) years after the Royalty period to which such records relate. Any amounts shown to be owing by such audits examination shall be paid promptlyby CIMA. Alfacell shall bear In the cost event that any such inspection reveals a deficiency in excess of such audit unless such audit discloses a variance in [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] of the amounts paid by Par of more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell reported royalty for the period auditedcovered by the inspection, AVENTIS shall promptly pay CIMA the deficiency, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] per annum (which interest shall accrue from the date any such payment was originally due) and shall reimburse CIMA for the reasonable fees and expenses paid to such accountants in connection with their inspection. In the event that any such caseinspection reveals a deficiency of [***CONFIDENTIAL TREATMENT REQUESTED, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell reported royalty for the period auditedcovered by the inspection, AVENTIS shall promptly pay CIMA the deficiency, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] per annum (which interest shall accrue from the date any such payment was originally due) and shall reimburse CIMA for [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] the reasonable fees and expenses paid to such accountants in connection with their inspection. In the event that any such caseinspection reveals a deficiency that is less than [***CONFIDENTIAL TREATMENT REQUESTED, Alfacell PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] of the reported royalty for the period covered by the inspection, AVENTIS shall bear promptly pay CIMA the reasonable cost deficiency, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] per annum (which interest shall accrue from the date any such auditpayment was originally due). In the event that any such inspection reveals any overpayment by AVENTIS to CIMA, CIMA shall promptly pay AVENTIS the difference between what was due and the overpayment, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] per annum (which interest shall accrue from the date any such payment was originally due). The parties agree that neither party shall be required to retain books and records with respect to the above other than books and records relating to the current Year and the immediately preceding two (2) Years. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. (i) For a Arena shall keep complete, true and accurate books of accounts and records for the purpose of determining the amounts of FTE Costs and out-of-pocket costs payable to Arena under this Section 3.11. Such books and records shall be kept for such period of three (3) years after the calendar year to which the records relate, Par shall keep, and shall cause its Sub-distributors to keep, complete and accurate records pertaining to the sale or other disposition of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereunder. Alfacell shall have the right to cause an independent, certified public accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify the amount of Royalties and other payments due under this Agreement, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hours, within three (3) years after the Royalty period to which such records relate. Any amounts shown to be owing by such audits shall be paid promptly. Alfacell shall bear the cost of such audit unless such audit discloses a variance in the amounts paid by Par of more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be time required by applicable lawApplicable Laws, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has but no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more less than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such audit. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of at least three (3) years following the calendar year end of the Calendar Quarter to which they pertain. Such records shall be subject to inspection in accordance with this Section 3.11(b). (ii) Upon not less than [***] days’ prior written notice, Arena shall permit an independent, certified public accountant of international recognition selected by Roivant and reasonably acceptable to Arena, which acceptance shall not be unreasonably conditioned, withheld or delayed, to audit or inspect those books and records of Arena that relate to the amounts of FTE Costs and out-of-pocket costs payable to Arena under this Section 3.11 for the sole purpose of verifying such payments. Prior to any such audit, the auditor shall execute a confidentiality agreement that is reasonably acceptable to Arena. (iii) The auditor shall send a copy of the report to Arena at the same time it is sent to Roivant. Such audits or inspections [***] (unless [***], in which case [***]), during normal business hours and upon reasonable advance notice. If such report shows that the relevant payment obligation hereunder expires amounts paid by Roivant for the period audited are more than the amounts actually payable by Roivant to Arena during the period audited, then (absent manifest error or terminatesfraud in such audit report) Arena shall refund to Roivant the amount of such overpayment plus interest under Section 7.8, from the date such amounts were originally paid until refund is made, Roivant shall deliver to Arena an invoice for such overpaid amount, and Arena shall pay such invoice within thirty (30) days of receipt of such invoice. If such report shows that the amounts paid by Roivant for the period audited are less than the amounts actually owed by Roivant to Arena for the period audited, then (absent manifest error or fraud in such audit report) Arena shall deliver to Roivant an invoice for such underpaid amount, and Roivant shall pay such invoiced underpaid amount within thirty (30) days of receipt of such invoice. Such [***] subject to [***] with respect to [***] such Calendar Quarter. Audits and inspections conducted under this Section 3.11(b) shall be at the expense of Roivant, unless such an audit or inspection demonstrates an overpayment in amounts paid by Roivant exceeding an amount equal to [***] of the amount actually due for a period covered by the audit or inspection, in which case all reasonable and verifiable costs relating to the audit or inspection for such period and any overpaid amounts that are discovered shall be paid by Arena, based on invoices delivered by Roivant. Roivant shall endeavor in any such audit not to unreasonably disrupt the normal business activities of Arena.

Records and Audit. (i) For a period of three five (35) years after from the calendar year to which the records relatepayment date for any Annual Period, Par Licensee shall keep, and shall cause its Sub-distributors to keep, keep complete and accurate records pertaining to of all sales of QPS Products and Services reasonably necessary for the sale or other disposition calculation of the Product in sufficient detail payments to permit Alfacell be made to confirm Licensor hereunder. Licensor, at its own expense, may at any time within five (5) years after receiving any Payment Statement from Licensee, nominate an independent Certified Public Accountant, reasonably acceptable to Licensee, (“Auditor”) who shall have access to Licensee’s records during Licensee’s normal business hours for the accuracy purpose of verifying all payments due hereunder. Alfacell shall have the right to cause an independent, certified public accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify the amount of Royalties and other payments due made under this Agreement, . The Auditor’s report shall disclose only whether the Payment Statements are correct or incorrect and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hours, within three (3) years after the Royalty period to which such records relate. Any amounts shown to be owing by such audits shall be paid promptly. Alfacell shall bear the cost of such audit unless such audit discloses a variance in the amounts paid by Par of more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments discrepancy. Licensor shall provide to Licensee a copy of the Auditor’s audit report within sixty (60) days of Licensor’s receipt of the report. If the report shows that payments made by Par to AlfacellLicensee are deficient, and Licensee does not dispute such auditor report, Licensee shall enter into pay Licensor the undisputed deficient amount plus interest on the deficient amount, as calculated pursuant to Section 5.5 (the “Deficiency Amount”), within fifteen (15) days after Licensee’s receipt of the audit report. If the Deficiency Amount is more than [***] ([***]%) of the amount set forth in the applicable Payment Statement, and Licensee does not dispute such finding, Licensee shall pay for the cost of the audit. If Licensee disputes the findings of any audit report hereunder, Licensee shall notify Licensor in writing within ten (10) days of receipt of such audit report and the Parties will work in good faith to resolve any such dispute within ten (10) days of delivery of any such notice; provided that if such dispute is not resolved within such ten (10) day period then each Party may exercise its rights under Article 15 with respect to such dispute. The license granted pursuant to Section 2.1(a) shall automatically convert to a non-disclosure agreement exclusive license if Licensee fails to pay any undisputed Deficiency Amount (or any Deficiency Amount as finally resolved pursuant to Article 15 if Licensee disputes the findings of any audit report hereunder) within thirty (30) days of receipt of written notice from Licensor. In addition to the foregoing, in the event that Licensee fails to pay any undisputed Deficiency Amount (or any Deficiency Amount as finally resolved pursuant to Article 15 if Licensee disputes the findings of any audit report hereunder) within ninety (90) days of receipt of written notice from Licensor, then Licensee shall grant Licensor a security interest in the Licensed Patents to secure Licensee’s payment obligations under this Agreement upon written request of Licensor and enter into such agreements as reasonably acceptable required by Licensor to Alfacellperfect such security interest. Such audits may be exercised once a year on reasonable advance notice The Parties agree that all applicable statutes of limitation and during normal business hourstime-based defenses (including, within three (3but not limited to, estoppel and laches) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such tolled upon any request by Licensor for an audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such audit. (iii) The terms of under this Section 6.5(c) 6, and the Parties shall survive cooperate in taking any termination or expiration of actions necessary to achieve this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminatesresult.

Records and Audit. (i) For A. The Contractor shall maintain detailed time and expenditure records that indicate the date; time, nature and cost of services rendered during the GSA’s term and effect and retain them for a period of three five (35) years after from the calendar year date of final payment under this GSA. The records shall be subject to which inspection by the records relateHSD, Par shall keep, the Department of Finance and shall cause its Sub-distributors to keep, complete Administration and accurate records pertaining to the sale or other disposition of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereunderState Auditor. Alfacell The HSD shall have the right to cause an independent, certified public accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin ▇▇▇▇▇▇▇▇ both before and Royalty payments; provided, however, that such auditor after payment. Payment under this GSA shall not disclose Parforeclose the right of the HSD to recover excessive or illegal payments. B. Contract for an independent A-133 audit at the Contractor’s Confidential Information expense, as applicable. The Contractor shall ensure that the auditor is licensed to Alfacell, except to perform audits in the extent such disclosure is necessary to verify the amount State of Royalties New Mexico and other payments due under this Agreement, and such auditor shall be selected by a competitive bid process. The Contractor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hourswritten contract with the auditor specifying the scope of the audit, within three (3) years after the Royalty period to auditor’s responsibility, the date by which such records relate. Any amounts shown the audit is to be owing by such completed and the fee to be paid to the auditor for this service. Single audits shall be paid promptlycomply with procedures specified by the HSD. Alfacell The audit of the contract shall bear cover compliance with Federal Regulations and all financial transactions hereunder for the cost entire term of the GSA in accordance with procedures promulgated by OMB Circulars or by Federal program officials for the conduct and report of such audit unless such audit discloses a variance in audits. An official copy of the amounts paid by Par of more than five percent (5%) from independent auditor’s report shall be available to the amount of Royalties and/or HSD and any other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period authorized entity as may be required by applicable law, Alfacell shall keep records pertaining to calculation law within (fifteen) 15 days of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy receipt of the Transfer Price), as well as records pertaining final audit report. The Contractor may request an extension to any other amounts charged the deadline for submission of the audit report in writing to or reimbursed by Par hereunder. Par shall have the HSD for good cause and the HSD reserves the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and approve or reject any such other amounts charged request. The HSD retains the right to contract for an independent financial and functional audit for funds and operations under this GSA if it determines that such an audit is warranted or reimbursed desired. C. Upon completion of the audit under the applicable federal and state statutes and regulations, the Contractor shall notify the HSD when the audit is available for review and provide online access to the HSD, or the Contractor shall provide the HSD with four (4) originals of the audit report. The HSD will retain two (2) and one (1) will be sent to the HSD/Office of the Inspector General and one (1) to the HSD/Administrative Services Division/Compliance Bureau. D. Within thirty (30) days thereafter or as otherwise determined by Par the HSD in writing, the Contractor shall provide the HSD with a response indicating the status of each of the exceptions or findings in the said audit report. If either the exceptions or findings in the audit are not resolved within thirty (30) days, the HSD has the right to reduce funding, terminate this GSA, and/or recommend decertification in compliance with state and/or federal regulations governing such action. E. This audit shall contain the Schedule of Expenditures of Federal Awards for each program to facilitate ease of reconciliation by the HSD. This audit shall also include a review of the schedule of depreciation for all property or equipment with a purchase price of $5,000 or more pursuant to the terms hereof; providedOMB Circulars ▇-▇▇, however▇-▇▇, that such auditor shall not disclose Alfacell’s Confidential Information to Par▇-▇▇▇, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non▇-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such audit▇▇▇ ▇▇▇ ▇-▇▇▇ where appropriate. (iii) The terms of this Section 6.5(c) F. This audit shall survive any termination or expiration of this Agreement for include a period of three (3) years following the calendar year report on compliance with requirements applicable to each major program and internal control over compliance in which the relevant payment obligation hereunder expires or terminatesaccordance with OMB Circulars ▇- ▇▇, ▇-▇▇, ▇-▇▇▇, ▇-▇▇▇ ▇▇▇ ▇-▇▇▇ where appropriate.

Records and Audit. 7.5.1. During the Term and for a period of at least three (i3) For years thereafter, HELSINN shall keep, and shall cause its Affiliates to keep, complete, true and accurate records pertaining to the Net Sales for the purpose of showing the derivation of all milestone fees and royalties payable hereunder. 7.5.2. ZEALAND shall have the right to cause a certified public accountant firm reasonably acceptable to HELSINN to audit accounts and records of HELSINN and/or its Affiliates which are directly relevant to the calculation of the amount of any payment due by HELSINN to ZEALAND under this Agreement during the Term and for a period of three (3) years after the calendar year to which the records relate, Par thereafter. Any information obtained during such audit shall keep, be treated as confidential information and shall cause its Sub-distributors to keep, complete and accurate records pertaining to the sale or other disposition of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereunder. Alfacell shall have the right to cause an independent, certified public any such accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify the amount of Royalties and other payments due under this Agreement, and such auditor firm shall enter into a non-disclosure appropriate confidentiality agreement reasonably acceptable with HELSINN in advance of any examination. A full copy of the audit report shall be promptly delivered by ZEALAND to ParHELSINN. Such audits may be exercised during normal business hours no more than once a year on reasonable advance upon at least thirty (30) days’ prior written notice to Par and during normal business hours, within three (3) years after the Royalty period to which such records relateHELSINN. Any amounts shown to be owing by such audits shall be paid promptly. Alfacell ZEALAND shall bear the full cost of any such audit unless such audit discloses a variance in the amounts paid by Par reveals an underpayment of more than five percent (5%) from the amount of Royalties and/or other payments actually owed [***] due by HELSINN to Alfacell ZEALAND for the period auditedsuch audited period. In such case, Par HELSINN shall bear the reasonable full cost of such audit. 7.5.3. HELSINN shall pay to ZEALAND any underpaid royalties within thirty days (ii30) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price)date ZEALAND delivers to HELSINN such accountant’s written report so concluding. If such examination reveals that there has been an overpayment with respect to such amounts, as well as records pertaining the excess shall be credited to any other amounts charged HELSINN against future payments to ZEALAND or reimbursed shall be paid by Par hereunderZEALAND to HELSINN within thirty (30) days of the date that ZEALAND delivers such report to HELSINN in case no further payments to ZEALAND are due. Par shall have In the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; providedcase, however, that such auditor shall the Parties are not disclose Alfacell’s Confidential Information to Parin agreement about the results of the audit report, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits issue shall be paid promptly. Par shall bear resolved by a Third Party independent expert appointed in accordance with the cost provisions of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such auditExhibit 8. (iii) 7.5.4. The terms of this Section 6.5(c) Article 7.5 shall survive any termination or expiration of this Agreement for a period of three (3) years following years. [***] Certain information in this document has been omitted and submitted separately to the calendar year in which Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the relevant payment obligation hereunder expires or terminatesomitted portions.

Records and Audit. 7.5.1. During the Term and for a period of at least three (i3) For years thereafter, HELSINN shall keep, and shall cause its Affiliates to keep, complete, true and accurate records pertaining to the Net Sales for the purpose of showing the derivation of all milestone fees and royalties payable hereunder. 7.5.2. ZEALAND shall have the right to cause a certified public accountant firm reasonably acceptable to HELSINN to audit accounts and records of HELSINN and/or its Affiliates which are directly relevant to the calculation of the amount of any payment due by HELSINN to ZEALAND under this Agreement during the Term and for a period of three (3) years after the calendar year to which the records relate, Par thereafter. Any information obtained during such audit shall keep, be treated as confidential information and shall cause its Sub-distributors to keep, complete and accurate records pertaining to the sale or other disposition of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereunder. Alfacell shall have the right to cause an independent, certified public any such accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify the amount of Royalties and other payments due under this Agreement, and such auditor firm shall enter into a non-disclosure appropriate confidentiality agreement reasonably acceptable with HELSINN in advance of any examination. A full copy of the audit report shall be promptly delivered by ZEALAND to ParHELSINN. Such audits may be exercised during normal business hours no more than once a year on reasonable advance upon at least thirty (30) days’ prior written notice to Par and during normal business hours, within three (3) years after the Royalty period to which such records relateHELSINN. Any amounts shown to be owing by such audits shall be paid promptly. Alfacell ZEALAND shall bear the full cost of any such audit unless such audit discloses a variance in the amounts paid by Par reveals an underpayment of more than five percent (5%) from the amount of Royalties and/or other payments actually owed [***] due by HELSINN to Alfacell ZEALAND for the period auditedsuch audited period. In such case, Par HELSINN shall bear the reasonable full cost of such audit. 7.5.3. HELSINN shall pay to ZEALAND any underpaid royalties within thirty days (ii30) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price)date ZEALAND delivers to HELSINN such accountant’s written report so concluding. If such examination reveals that there has been an overpayment with respect to such amounts, as well as records pertaining the excess shall be credited to any other amounts charged HELSINN against future payments to ZEALAND or reimbursed shall be paid by Par hereunderZEALAND to HELSINN within thirty (30) days of the date that ZEALAND delivers such report to HELSINN in case no further payments to ZEALAND are due. Par shall have In the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; providedcase, however, that such auditor shall the Parties are not disclose Alfacell’s Confidential Information to Parin agreement about the results of the audit report, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits issue shall be paid promptly. Par shall bear resolved by a Third Party independent expert appointed in accordance with the cost provisions of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such auditExhibit 8. (iii) 7.5.4. The terms of this Section 6.5(c) Article 7.5 shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminatesyears.

Records and Audit. (ia) For a period ▇▇▇▇▇▇▇ and its Affiliates shall keep full, true and accurate books of three (3) account containing all particulars that may be necessary for the purpose of showing the amounts payable to CIMA hereunder. Such books of account shall be kept at ▇▇▇▇▇▇▇'▇ principal place of business or the principal place of business of the appropriate Affiliate of ▇▇▇▇▇▇▇ to which this Agreement relates. Such books and the supporting data shall be open, at all reasonable times and upon reasonable notice during the term of this Agreement and for 2 years after the calendar year to which the records relateits termination, Par shall keep, and shall cause its Sub-distributors to keep, complete and accurate records pertaining to the sale or other disposition inspection by a firm of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereunder. Alfacell shall have the right to cause an independent, certified public accountant accountants selected by CIMA and reasonably acceptable to which Par has no reasonably▇▇▇▇▇▇▇, well-founded objection to audit such records to confirm for the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty paymentslimited purpose of verifying ▇▇▇▇▇▇▇'▇ royalty statements; provided, however, that such auditor examination shall not disclose Par’s Confidential Information take place more often than once each Year and shall not cover more than the preceding 3 Years, with no right to Alfacellaudit any period previously audited. Except as otherwise provided in this Section, except the cost of any such examination shall be paid by CIMA. In the event that any such inspection reveals a deficiency in excess of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of the reported royalty for the period covered by the inspection, Schwarz shall promptly pay CIMA the deficiency, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] per annum, and shall reimburse CIMA for the fees and expenses paid to such accountants in connection with their less than [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of the reported royalty for the period covered by the inspection, ▇▇▇▇▇▇▇ shall promptly pay CIMA the deficiency, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] per annum. The parties agree that neither party shall be required to retain books and records with respect to the extent such disclosure is above other than books and records relating to the current Year and the immediately preceding 3 Years. (b) CIMA shall keep full, true and accurate books and records that may be necessary for the purpose of determining the actual Costs of Goods incurred by CIMA as contemplated hereunder. Such books and records shall be kept at CIMA's principal place of business. Such books and records and the supporting data shall be open, at all reasonable times and upon reasonable notice during the term of this Agreement and for 2 years after its termination, to verify the amount inspection by a firm of Royalties certified public accountants selected by ▇▇▇▇▇▇▇ and other payments due under this Agreement, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hoursCIMA, within three (3) years after the Royalty period to which such records relate. Any amounts shown to be owing by such audits shall be paid promptly. Alfacell shall bear the cost of such audit unless such audit discloses a variance in the amounts paid by Par of more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost limited purpose of such audit. (ii) For a period verifying CIMA's Costs of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereofGoods; provided, however, that such auditor examination shall not disclose Alfacell’s Confidential Information take place more often than once each Year and shall not cover more than the preceding 3 Years, with no right to Paraudit any period previously audited. Except as otherwise provided in this Section, except the cost of any such examination shall be paid by ▇▇▇▇▇▇▇ In the event that any such inspection reveals a discrepancy between CIMA's actual Costs of Goods and that invoiced to ▇▇▇▇▇▇▇, in favor of CIMA, in excess of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of the extent such disclosure is necessary to verify reported Costs of Goods for the period covered by the inspection, CIMA shall promptly pay ▇▇▇▇▇▇▇ the amount of any overpayments made by Par to Alfacellsuch discrepancy, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] per annum, and shall reimburse ▇▇▇▇▇▇▇ for the fees and expenses paid to such auditor accountants in connection with their inspection. In the event that any such inspection reveals a discrepancy between CIMA's actual Costs of Goods and that invoiced to ▇▇▇▇▇▇▇, in favor of CIMA, that is less than [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of the reported Cost of Goods for the period covered by the inspection, CIMA shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to promptly pay ▇▇▇▇▇▇▇ the amount of payments and/or reimbursements actually owed such discrepancy, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] per annum. The parties agree that neither party shall be required to Alfacell for retain books and records with respect to the period audited. In such case, Alfacell shall bear above other than books and records relating to the reasonable cost of such auditcurrent Year and the immediately preceding 3 Years. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. (i) For a period of three (3) years after the calendar year to which the records relate, Par shall keepkeep and maintain, and shall cause its Sub-distributors Affiliates to keepkeep and maintain, complete and accurate records pertaining and books of account documenting all expenses and all other data necessary for the calculation of the Expenses for a period of two (2) years after such expenses are incurred, unless a longer retention period is required by Applicable Laws. Upon the Purchaser's reasonable request, the Purchaser may conduct an audit on one (1) occasion during the period from the Completion Date until three (3) months after the termination or expiry of this Agreement. AstraZeneca shall, and shall cause each of its Affiliates engaged in the performance of Services, to permit an independent auditor designated by the Purchaser and reasonably acceptable to AstraZeneca to inspect and audit the records and books of account maintained by it pursuant to clause 7.1 for the sole purpose of verifying that the Expenses charged to the sale or other disposition Purchaser pursuant to this Agreement are correct. Any such audit shall be during normal business hours and upon not less than thirty (30) Business Days written notice to AstraZeneca. In an exceptional case, AstraZeneca may request a reasonable postponement of the Product audit in sufficient detail to permit Alfacell to confirm written form explaining the accuracy reason why the audit on the planned date would be inappropriate, but in case of all payments due hereundersuch request the audit shall not take place later than forty-five (45) Business Days after receipt of the Purchaser's notice requesting the audit. Alfacell shall have the right to cause an independent, certified public accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty payments; provided, however, that such Such independent auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary Purchaser any information other than information relating to verify the amount accuracy of Royalties and other payments due under this Agreementthe Expenses. The Purchaser shall pay the costs of each audit unless the audit reveals an overpayment by the Purchaser of more than ten per cent (10%), and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hours, within three (3) years after the Royalty period to in which such records relate. Any amounts shown to be owing by such audits shall be paid promptly. Alfacell case AstraZeneca shall bear the cost of the audit. If the audit reveals an excess payment by the Purchaser, AstraZeneca shall reimburse such audit unless such audit discloses a variance in the amounts paid by Par of more than five percent excess payment within sixty (5%60) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years days after the date of payment to on which such records relateaudit is completed. If the audit reveals an underpayment by the Purchaser, upon notice the Purchaser shall pay the amounts due according to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of audit within sixty (60) days after the date on which such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such auditis completed. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. Landlord agrees to maintain accurate records of the cost of items with respect to which Tenant is required to pay as Additional Rent in accordance with reasonably accounting practices for similar projects. Landlord shall provide to Tenant reasonable detail of the calculations of the Operating Expenses (i"Expense Statement") as soon as reasonably practicable after the end of each calendar year ("Expense Statement Date"). The Expense Statement shall reflect total Operating Expenses for the Building and Common Area and all adjustments corresponding to the requirements set forth in this Lease. Landlord shall also provide in reasonable detail the calculations of Tenant's pro rata share of the Operating Expenses as said calculations are delineated in this Lease. For a period of three sixty (360) years days after Tenant is provided with the calendar year to which the records relateExpense Statement ("Audit Period"), Par shall keep, and shall cause its Sub-distributors to keep, complete and accurate records pertaining to the sale or other disposition of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereunder. Alfacell Tenant shall have the right to cause an independentright, certified public accountant to which Par has no reasonablyat its own cost and expense, well-founded objection to audit or inspect Landlord's records with respect to Operating Expenses for that lease year. All of the information obtained through Tenant's audit, as well as any settlement, compromise or 15 - AMBERGLEN STANDARD LEASE FORM - LEASE I adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant and its officers, agents (including any third-party auditor), directors, shareholders and employees. Tenant shall give Landlord not less than five (5) business days' prior written notice of its intention to conduct any such audit. In the event Tenant elects to audit Landlord's Operating Expense records, such audit, if conducted by a third party, may not be compensated by Tenant on a contingency fee basis. Landlord shall make such records available to confirm the gross invoiced sales amountsTenant, the Net SalesTenant's designated employees or agents, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify the amount of Royalties and other payments due under this Agreement, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and for inspection during normal business hours. Tenant, within three (3) years after the Royalty period to which such records relate. Any amounts shown to be owing by such audits Tenant's designated employees or agents shall be paid promptly. Alfacell shall bear the cost entitled to make photostatic copies of such audit unless records, provided Tenant bears the expense of such copying. If, as a result of the audit, Tenant believes that Tenant's share of the Operating Expenses has been overstated, written objection shall be delivered to Landlord specifying the claimed error(s). Such objection shall be delivered to Landlord within the thirty (30) day Audit Period or all objections will be deemed to have been waived by Tenant. If such audit discloses a variance in that the amounts amount paid by Par Tenant as Tenant's share of Operating Expenses has been overstated, if Landlord agrees with the Audit, Land lord shall repay such overpayment ("Expense Overpayment") to Tenant within thirty (30) days after the Audit Period. If the Expense Overpayment is more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Pricevariable Operating Expenses (not including Taxes or insurance), as well as records pertaining to any other amounts charged to if Landlord agrees with the audit then Landlord shall also pay Tenant's reasonable costs of audit at the same time. If Landlord disputes the audit, Landlord and Tenant shall mediate or reimbursed arbitrate the dispute before a single arbitrator mutually selected by Par hereunderthe Landlord and Tenant. Par shall have "If arbitrated, the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost Landlord and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown Tenant agree to be owing bound by such audits shall be paid promptlythe arbitrator's decision. Par shall bear If the cost of such audit unless such audit discloses an overpayment by Par of arbitrator finds that the Expense Overpayment is more than five percent (5%) as compared of the variable Operating Expenses (not including Taxes or insurance), then Landlord shall also pay Tenant's reasonable costs of audit and all arbitration costs within thirty (30) days of the date of decision. If, however, the arbitrator finds that there is not Expense Overpayment, then Tenant shall pay Landlord's reasonable costs related to the amount audit and all arbitration costs within thirty (30) days of payments and/or reimbursements actually owed the dated of decision. If, however, the arbitrator finds that there is no Expense Overpayment, then Tenant shall pay Landlord's reasonable costs related to Alfacell for the period audited. In such case, Alfacell shall bear audit and all arbitration costs with thirty (30) days of the reasonable cost date of such auditdecision. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. (i) For a period Purchaser shall maintain, and shall cause its Affiliates and Licensees to maintain, complete and accurate records of its and their Product development, approval, and sales activities that may be necessary for the purposes of calculating all payments due under this Section 1.9. So long as any payments are accruing under this Section 1.9, and for three (3) years after the calendar year to which the records relatethereafter, Par Purchaser shall keeppermit, and shall cause its Sub-distributors Affiliates to keeppermit, complete and accurate records pertaining to the sale Shareholders’ Agent or other disposition of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereunder. Alfacell shall have the right to cause an independent, independent certified public accountant selected by Shareholders’ Agent and reasonably acceptable to Purchaser (and which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify the amount of Royalties and other payments due under this Agreement, and such auditor shall enter entered into a non-disclosure agreement reasonably acceptable satisfactory to ParPurchaser) to inspect and audit such records of Purchaser and its Affiliates from time to time, upon at least thirty (30) days’ prior notice, for purposes of verifying the accuracy of reports and payments made under this this Section 1.9. Such audits may be exercised once a year on reasonable advance notice Upon written request of Shareholders’ Agent, Purchaser shall (i) subject to Par and during normal business hours, within three (3) years after the Royalty period terms of the agreement pursuant to which any Licensee obtained rights to any Product, exercise its corresponding audit rights thereunder with respect to the above-referenced records and provide a copy of the results thereof to Shareholders’ Agent or (ii) share the results of any audit of any Licensee with respect to any Net Sales of Products that is undertaken by Purchaser independently of a request for such records relatean audit by Shareholders’ Agent. Any amounts shown Purchaser shall ensure that all Licensees have agreed in writing to be owing by such audits shall be paid promptlyaudit provisions materially similar to those set forth herein. Alfacell shall Shareholders’ Agent will bear the cost of such any audit referenced in this Section 1.9(f) (other than those of any Licensee that are undertaken by Purchaser independently of any request therefor by Shareholders’ Agent) unless such audit discloses a variance deficiency in the amounts paid by Par Purchaser’s payments of more greater than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell 10% for the period audited. In subject to such caseaudit, Par in which case Purchaser shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant Notwithstanding anything to the terms hereof; providedcontrary, however, that such auditor Shareholders’ Agent shall not disclose Alfacell’s Confidential Information only be entitled to Par, except to the extent such disclosure is necessary to verify the amount request one audit of any overpayments made by Par to AlfacellPurchaser and its Affiliates, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hoursone audit of each Licensee, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such auditper year. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. (i) For A. The Contractor shall maintain detailed time and expenditure records that indicate the date; time, nature and cost of services rendered during the GSA’s term and effect and retain them for a period of three five (35) years after from the calendar year date of final payment under this GSA. The records shall be subject to which inspection by the records relateHSD, Par shall keep, the Department of Finance and shall cause its Sub-distributors to keep, complete Administration and accurate records pertaining to the sale or other disposition of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereunderState Auditor. Alfacell The HSD shall have the right to cause an independent, certified public accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin ▇▇▇▇▇▇▇▇ both before and Royalty payments; provided, however, that such auditor after payment. Payment under this GSA shall not disclose Parforeclose the right of the HSD to recover excessive or illegal payments. B. Contract for an independent audit in accordance with 2 CFR 200 at the Contractor’s Confidential Information expense, as applicable, or upon HSD request, submit its most recent 2 CFR 200 audit. The Contractor shall ensure that the auditor is licensed to Alfacell, except to perform audits in the extent such disclosure is necessary to verify the amount State of Royalties New Mexico and other payments due under this Agreement, and such auditor shall be selected by a competitive bid process. The Contractor shall enter into a non-disclosure agreement reasonably acceptable written contract with the auditor specifying the scope of the audit, the auditor’s responsibility, the date by which the audit is to Parbe completed and the fee to be paid to the auditor for this service. Such Single audits shall comply with procedures specified by the HSD. The audit of the contract shall cover compliance with Federal Regulations and all financial transactions hereunder for the entire term of the GSA in accordance with procedures promulgated by 2 CFR 200 or Federal program officials for the conduct and report of such audits. An official copy of the independent auditor’s report shall be available to the HSD and any other authorized entity as required by law within (fifteen) 15 days of receipt of the final audit report. The Contractor may be exercised once a year on reasonable advance notice request an extension to Par the deadline for submission of the audit report in writing to the HSD for good cause and during normal business hoursthe HSD reserves the right to approve or reject any such request. The HSD retains the right to contract for an independent financial and functional audit for funds and operations under this GSA if it determines that such an audit is warranted or desired. C. Upon completion of the audit under the applicable federal and state statutes and regulations, within the Contractor shall notify the HSD when the audit is available for review and provide online access to the HSD, or the Contractor shall provide the HSD with three (3) years after originals of the Royalty period audit report. The HSD will retain two (2) and one (1) will be sent to which such records relate. Any amounts shown the HSD/Office of the Inspector General and one (1) to be owing the HSD/Administrative Services Division/Compliance Bureau. D. Within thirty (30) days thereafter, or as otherwise determined by such audits the HSD in writing, the Contractor shall be paid promptly. Alfacell shall bear provide the cost HSD with a response indicating the status of such audit unless such audit discloses a variance each of the exceptions or findings in the amounts paid by Par of more than five percent said audit report. If either the exceptions or findings in the audit are not resolved within thirty (5%30) from days, the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have HSD has the right to cause an independentreduce funding, certified public accountant terminate this GSA, and/or recommend decertification in compliance with state and/or federal regulations governing such action. E. This audit shall contain the Schedule of Expenditures of Federal Awards for each program to which Alfacell has no reasonably, well-founded objection to facilitate ease of reconciliation by the HSD. This audit such records to confirm Direct Cost and any such other amounts charged to shall also include a review of the schedule of depreciation for all property or reimbursed by Par equipment with a purchase price of $5,000 or more pursuant to the terms hereof; provided2 CFR 200, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacellspecifically subpart F, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such auditappendices where appropriate. (iii) The terms of this Section 6.5(c) F. This audit shall survive any termination or expiration of this Agreement for include a period of three (3) years following the calendar year report on compliance with requirements applicable to each major program and internal control over compliance in which the relevant payment obligation hereunder expires or terminatesaccordance with 2 CFR 200, specifically subpart F and appendices.

Records and Audit. (ia) For a period of three (3) years after the calendar year to which the records relate, Par Licensee shall keep, and shall cause its Sub-distributors Sublicensees to keep, complete complete, true and accurate books of account and records pertaining to for the sale or other disposition purpose of showing the Product in sufficient detail to permit Alfacell to confirm the accuracy derivation of all payments due hereunder. Alfacell shall have the right amounts payable to cause an independent, certified public accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify the amount of Royalties and other payments due Company under this Agreement, and such auditor (b) Company shall enter into a non-disclosure agreement reasonably acceptable keep, and shall cause its Sublicensees to Parkeep, complete, true and accurate books of account and records for the purpose of showing the calculation of the COGS, Supply Price and Aggregate Supply Price payable to Company under this Agreement. Such audits may be exercised once a year on reasonable advance notice to Par books and during normal business hours, within three (3) years after the Royalty period to which such records relate. Any amounts shown to be owing by such audits shall be paid promptly. Alfacell shall bear kept at the cost applicable Party (or, in case of such audit unless such audit discloses a variance in Licensee, its Sublicensees) principal place of business during the amounts paid by Par of more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such audit. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration term of this Agreement and for a period of three (3) years following the calendar year end of the Calendar Year to which they pertain. Each Party will allow, and Licensee will require each of its Sublicensees to allow, an independent, certified public accountant reasonably acceptable to such Party, which acceptance will not be unreasonably withheld, conditioned, or delayed, to audit or inspect those records. Such inspection will be conducted remotely at such time as the Parties reasonably agree, or, if electronic versions of such books and records are not reasonably available, during normal business hours at such place where such records are customarily kept, no more than once in which any twelve (12) month period (unless a prior audit during such period revealed an underpayment to Company) and upon at least thirty (30) days prior written notice. Each Party agrees to hold in confidence all information learned in the relevant payment obligation hereunder expires course of any audit or terminatesinspection, except to the extent necessary to reveal such information in order to enforce rights under this Agreement or if disclosure is required by Law. Any person or entity conducting such audit or inspection will agree in writing to (a) treat all records reviewed in the course of the audit or inspection as the confidential information of the applicable Party or Sublicensee and (b) in relation to payments made by Licensee, disclose to Company only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement and the specific details concerning any discrepancies. Any inspections made under this Section 7.7 shall be at the expense of the auditing Party, unless an underpayment to Company under this Agreement by an amount of five percent (5%) or more is discovered in the course of any such inspection, whereupon all reasonable out-of-pocket costs relating to such inspection shall be paid by Licensee. Licensee shall promptly (but in any event within five (5) Business Days) pay to Company the full amount of any underpayment, together with interest thereon pursuant to Section 4.3(c). If an inspection discloses an overpayment by Licensee, Company shall credit Licensee such overpaid amount against payments due for the next Calendar Quarter, or if no further amounts are due from Licensee to Company hereunder, Company shall promptly (but in any event within five (5) Business Days) refund such overpayment.

Records and Audit. (i) For a period of CTI shall keep and maintain accurate and complete records showing the expenses incurred by it in performing its activities under the Development Plan during the three (3) years after the calendar year to preceding Calendar Years, which the books and records relate, Par shall keep, and shall cause its Sub-distributors to keep, complete and accurate records pertaining to the sale or other disposition of the Product be in sufficient detail to such that CTI Development Costs can accurately be determined. Upon ** prior written notice from ▇▇▇▇▇▇, on an audit date as mutually agreed by the Parties, CTI shall permit Alfacell to confirm the accuracy of all payments due hereunder. Alfacell shall have the right to cause an independent, independent certified public accountant accounting firm of nationally recognized standing, selected by ▇▇▇▇▇▇ and reasonably acceptable to which Par has no reasonablyCTI, well-founded objection to audit such records to confirm the gross invoiced sales amountsexamine, at ▇▇▇▇▇▇’▇ sole expense, the Net Sales, Net Margin relevant ** Indicates that certain information contained herein has been omitted and Royalty payments; provided, however, that such auditor shall not disclose Par’s filed separately with the Securities and Exchange Commission. Confidential Information to Alfacell, except treatment has been requested with respect to the extent omitted portions. **** Indicates that the amount of information omitted was a page or more in length, and such disclosure is information has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions books and records of CTI and its Affiliates as may be reasonably necessary to verify the amount of Royalties and other payments due reports submitted by CTI in accordance with Section 9.4.4. An examination by ▇▇▇▇▇▇ under this Agreement, Section 9.4.6 shall occur not more than once in any Calendar Year and shall be limited to the pertinent books and records for any Calendar Year ending not more than two (2) years before the date of the request. The accounting firm shall be provided access to such books and records at CTI’s facility(ies) where such books and records are normally kept and such auditor examination shall enter into be conducted during CTI’s normal business hours. CTI may require the accounting firm to sign a standard non-disclosure agreement reasonably acceptable before providing the accounting firm access to ParCTI’s facilities or records. Such audits may be exercised once Upon completion of the audit, the accounting firm shall provide both CTI and ▇▇▇▇▇▇ a year on reasonable advance notice to Par written report disclosing whether the reports submitted by CTI are correct or incorrect and during normal business hours, within three (3) years after the Royalty period to which such records relatespecific details concerning any discrepancies. Any amounts shown to be owing by such audits No other information shall be paid promptlyprovided to ▇▇▇▇▇▇. Alfacell If the accounting firm concludes that CTI overstated the CTI Development Costs and ▇▇▇▇▇▇ overpaid CTI for its portion of the CTI Development Costs as a result, CTI shall bear the cost of such audit unless such audit discloses a variance in the amounts paid by Par of more than five percent (5%) from promptly pay ▇▇▇▇▇▇ the amount of Royalties and/or other payments actually owed such overpayment plus interest, which shall be calculated at the average of the **. ** ▇▇▇▇▇▇ shall not reveal to Alfacell for such accounting firm the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to conditions under which the records relate or such longer period as may audit expenses are to be required reimbursed hereunder. If the accounting firm concludes that CTI understated the Development costs incurred by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (▇▇▇▇▇▇ and thus accuracy ▇▇▇▇▇▇ underpaid CTI for its portion of the Transfer Price)CTI Development Costs as a result, as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such audit**. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. 6.1. Licensee shall keep, and shall cause its Sublicensees to keep, for three (i3) For a years from the date of payment, continuous, complete and accurate records regarding any payment due by Licensee and its Sublicensees in sufficient detail to enable the calculation of such payments to be determined accurately. 6.2. Northwestern shall have the right during this period of three (3) years after the calendar year to which the records relateappoint, Par shall keepat its expense, and shall cause its Sub-distributors to keep, complete and accurate records pertaining to the sale or other disposition of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereunder. Alfacell shall have the right to cause an independent, independent certified public accountant to which Par has no reasonablyinspect the relevant records of Licensee and its Sublicensees to verify such payments or non-payments. Northwestern shall submit the name of said THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, well-founded objection AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. accountant to audit Licensee for approval; said approval shall not be unreasonably withheld. Licensee shall make its records and those of its Sublicensees available for inspection by such independent certified public accountant during regular business hours at such place or places where such records to confirm the gross invoiced sales amountsare customarily kept, the Net Salesupon reasonable notice from Northwestern, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify the amount accuracy of Royalties the reports and other payments due under this Agreementwith not more than one (1) inspection per calendar year. If payments are understated by five percent (5%) or more in Licensee’s favor, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hoursLicensee shall, within three ten (310) years after days of receipt of the Royalty period to audit report, pay the balance due Northwestern plus all reasonable costs of the audit or inspection and interest at the rate stated in Article 5 from the date at which such records relatebalance would have otherwise been due and payable. Any amounts shown to be owing If payments are understated by such audits shall be paid promptly. Alfacell shall bear the cost of such audit unless such audit discloses a variance in the amounts paid by Par of more less than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par Licensee shall have include such understated amount with the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost next scheduled payment and any such other amounts charged to or reimbursed by Par pursuant to interest at the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (rate stated in Article 5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such audit. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. Trinity (iincluding Trinity Subsidiaries) For a period of three (3) years after the calendar year to which the records relate, Par shall keep, establish and shall cause its Sub-distributors to keep, maintain complete and accurate records pertaining to the sale or other disposition of the Product in sufficient detail to permit Alfacell the determination of Licensed Products subject to confirm this Agreement, the royalties due Inverness, and the accuracy of all payments due hereunder. Alfacell the information in Trinity’s written reports. (a) Such records shall have include, but not be limited to, detailed records supporting the right information provided under Section 5.4 which, if applicable, shall be kept in accordance with generally accepted accounting principles (“GAAP”). (b) Such records shall be kept for two years following the reporting period to cause which they pertain. (c) Upon Inverness’s written request for an independentaudit, Trinity will permit an independent certified public accountant accounting firm of recognized standing, selected by Inverness and reasonably acceptable to Trinity, together with a limited number of such independent legal and technical support personnel as Inverness deems necessary which Par has no reasonablypersonnel are reasonably acceptable to Trinity, wellto examine, during ordinary business hours, records, materials, and manufacturing processes of Trinity for the purpose of verifying the accuracy of the royalty reports and payments by Trinity. The audit shall be limited to pertinent books and records for any calendar year ending not more than twenty-founded objection four (24) months prior to the date of such request. Such audit right shall not be exercised more than once in any calendar year. The accounting firm and legal and technical firm employees shall sign confidentiality agreements reasonably acceptable to Trinity as a condition precedent to their audit, which shall contain terms consistent with the provisions of Section 9. Trinity may designate competitively sensitive information which such records auditor may not disclose to confirm the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty paymentsInverness; provided, however, that such auditor designation shall not encompass the auditor’s conclusions. The accounting firm shall disclose Par’s Confidential Information to AlfacellInverness only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. (d) Such requested audit shall be restricted to an audit of those records, except materials, and manufacturing processes reasonably related to Licensed Products, Current Patents, Charlton Patents and Future Patents (if any). Accordingly, such records and materials shall include the records specified in this Section 5.6 and other general financial information to the extent such disclosure is necessary to verify provide a cross-check for the amount of Royalties and other payments due under this Agreementroyalties reported. Such financial information shall include, but not be limited to, records on the total revenue derived from Licensed Products for the accounting period with documentation supporting the non-payment of royalty on that portion of the total revenue which Trinity claims should not be included in Net Sales, records of sales of products that were bundled with Licensed Products, and records pertaining to Licensed Products that were transferred for below fair market value. (e) Trinity shall provide its full cooperation in such auditor audit. (f) Inverness shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hours, within three (3) years after the Royalty period to which such records relate. Any amounts shown to be owing by such audits shall be paid promptly. Alfacell shall bear pay the cost of such audit unless such audit discloses a variance audit. However, in the amounts paid by Par event that the audit reveals underpayment of more than five percent (5%) from or more of the amount of Royalties and/or other payments actually owed to Alfacell royalties which should have been paid for the period accounting periods being audited. In such case, Par then Trinity shall bear pay for the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such audit. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. (i) For a period of three (3) years after the calendar year royalty period to which the records relate, Par each Party shall keep, and shall cause its Sub-distributors to keep, keep complete and accurate records pertaining to the sale or other disposition of the Product Collaboration Products or Kirin Products commercialized by it, in sufficient detail to permit Alfacell the other Party to confirm the accuracy of all payments due hereunder. Alfacell A Party entitled to payments hereunder shall have the right to cause an independent, certified public accountant reasonably acceptable to which Par the other Party (and who has no reasonably, well-founded objection executed a confidentiality agreement with the Party to be audited) to audit such records to confirm the gross invoiced sales amountsNet Revenue, the Net SalesSublicense Fees, Net Margin Allowable Expenses and Royalty royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information the audited Party's confidential information to Alfacellthe other Party, except to the extent such disclosure is necessary to verify the amount of Royalties royalties and other payments due under this Agreement. In no event may such accountant disclose the names of specific customers, price lists, or the prices charged to specific customers. A copy of any report [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provided by such auditor accountant shall enter into a non-disclosure agreement reasonably acceptable be provided to Parthe audited Party at the time that it is provided to the auditing Party. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hoursyear, within three (3) years after the Royalty royalty or other payment period to which such records relate. Any amounts shown to be owing by such audits shall be paid promptly. Alfacell shall bear the cost of such audit unless such audit discloses a variance in the amounts paid by Par of more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell a mutually acceptable date(s) and upon not less than thirty (30) days advance notice, and shall be conducted during normal business hours. Any amounts shown to be owing by such audits shall be paid promptlyimmediately with interest in the amount of one percent (1%) per month (or the maximum amount permitted by law, if less) from the date first owed until paid. Par The auditing Party shall bear the full cost of such audit unless such audit discloses an overpayment that royalties actually paid by Par of the audited Party are more than five percent (5%) as compared to less from the amount of royalties and/or other payments and/or reimbursements actually owed to Alfacell for the period auditedowed. In such case, Alfacell the audited Party shall bear the reasonable full cost of such audit. (iii) . The terms of this Section 6.5(c) 10.2 shall survive any termination or expiration of this Agreement for a period of three two (32) years following the calendar year in which the relevant payment obligation hereunder expires or terminatesyears.

Records and Audit. (i) For a period The MUNICIPALITY and any of three (3) years after its subcontractors providing any services required to be performed by the calendar year to which the records relate, Par shall keep, and shall cause its Sub-distributors to keep, complete and accurate records pertaining to the sale or other disposition of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereunder. Alfacell shall have the right to cause an independent, certified public accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify the amount of Royalties and other payments due MUNICIPALITY under this Agreement, shall maintain adequate records and accounts, including but not limited to property, personnel and financial records, and supporting documentation to assure a proper accounting for all COUNTY funds received under this Agreement as outlined in the U.S. Department of Treasury Memorandum for Coronavirus Relief Fund Recipients dated July 2, 2020, or as maybe amended. MUNICIPALITY shall provide any documentation requested by COUNTY to supplement any required reporting. The COUNTY and its authorized agents shall have the right, and the MUNICIPALITY and its subcontractors, as applicable, will permit the COUNTY and its authorized agents, to examine all such auditor records, accounts and documentation and to make copies thereof, and excerpts or transcriptions therefrom, and to audit all contracts, invoices, materials, accounts and records relating to all matters covered by this Agreement, including but not limited to personnel and employment records for the Audit Period. All such records, accounts and documentation shall enter into a non-disclosure agreement reasonably acceptable be made available to Par. Such audits may be exercised once a year on reasonable advance notice to Par the COUNTY and its authorized agents for audit, examination or copying purposes at any time during normal business hourshours and as often as the COUNTY may deem necessary during the Audit Period. The COUNTY’S right to examine, copy and audit shall pertain likewise to any audits made by any other agency, whether local, state or federal. The MUNICIPALITY shall ensure that any subcontractor providing any services under this Agreement shall recognize the COUNTY’S right to examine, inspect and audit its records, accounts and documentation in connection with its provision of services required to be provided by the MUNICIPALITY under this Agreement. If an audit is begun by the COUNTY or other agency whether local, state or federal, during the Audit Period, but is not completed by the end of the Audit Period, the Audit Period shall be extended until audit findings are issued. If an audit shows that all or any portion of the funds disbursed were not spent in accordance with the conditions of and in strict compliance with the Agreement, the MUNICIPALITY will be held liable for reimbursement to the COUNTY of all funds not spent in accordance with these applicable regulations and Agreement within three thirty (330) years days after the Royalty period to which such records relate. Any amounts shown to be owing by such audits shall be paid promptly. Alfacell shall bear COUNTY has notified the cost MUNICIPALITY of such audit unless such audit discloses a variance in the amounts paid by Par of more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacellcompliance. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after This Article 5 shall survive the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such audit. (iii) The terms expiration or earlier termination of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminatesAgreement.

Records and Audit. In order that the Royalty payable under this Agreement may be determined and the reports provided for herein be verified: (ia) For a period the Licensee agrees that it shall keep full, clear and accurate books and records showing records of three sales of EFB Pulp sold by the Licensee and the calculation of all Royalties in respect of such sales due hereunder; (3b) years after the calendar year to which the records relate, Par shall keepLicensee agrees that it shall, and shall cause any and all of its Sub-distributors to keepSublicensees to, complete keep full, clear and accurate books and records pertaining to showing records of sales of each Zeroignition Product sold by the sale Licensee or other disposition of any such Sublicensee and the Product in sufficient detail to permit Alfacell to confirm the accuracy calculation of all payments Royalties in respect of such sales due hereunder. Alfacell shall have ; and (c) the right to cause an independent, certified public accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty payments; provided, however, Licensee agrees that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify the amount of Royalties and other payments due under this Agreementit shall, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on cause all of its Sublicensees to, permit the Licensor, or its authorized representative, at all reasonable advance notice to Par and times during normal business hours, within three (3) years after the Royalty period to which such records relate. Any amounts shown to be owing by such audits shall be paid promptly. Alfacell shall bear the cost of such audit unless such audit discloses a variance in the amounts paid by Par of more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such audit. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration Term of this Agreement and for a period of three (3) years following thereafter, to inspect and examine the calendar year books and records of the Licensee relating to the sale of EFB Pulp, and of the Licensee or any Sublicensee relating to the sale of Zeroignition Products, in which so far as it is deemed necessary by the relevant payment obligation hereunder expires Licensor to determine Royalty payments due under this Agreement. (d) Any inspection and examination initiated by the Licensor in accordance with Section 5.07(c) shall be at the expense of the Licensor; provided, however, in the event that an underpayment in past Royalties in excess of five percent (5%) is discovered, then the Licensee shall (i) pay for the costs of inspection and (ii) pay to the Licensor, within thirty (30) days of such discovery (in addition to the underpaid Royalty), interest on such underpaid amount from the date such Royalty was payable until the date such underpaid amount is actually paid at an annual rate of twelve percent 12% or terminatesthe highest rate permitted by Applicable Law, whichever is lower. For the avoidance of doubt, the Licensee or the applicable Sublicensee shall pay any and all Royalty underpayments to the Licensor within thirty (30) days of the discovery of such underpayment.

Records and Audit. 6.1 Licensee shall keep, and shall cause its Sublicensees to keep, for three (i3) For a years from the date of payment, continuous, complete and accurate records regarding any payment due by Licensee and its Sublicensees in sufficient detail to enable the calculation of such payments to be determined accurately. 6.2 Northwestern shall have the right during this period of three (3) years after the calendar year to which the records relateappoint, Par shall keepat its expense, and shall cause its Sub-distributors to keep, complete and accurate records pertaining to the sale or other disposition of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereunder. Alfacell shall have the right to cause an independent, independent certified public accountant to which Par has no reasonablyinspect the relevant records of Licensee and its Sublicensees to verify such payments or non-payments. Northwestern shall submit the name of said accountant to Licensee for approval; said approval shall not be unreasonably withheld. Licensee shall make its records and those of its Sublicensees available for inspection by such THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, well-founded objection to audit AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. independent certified public accountant during regular business hours at such place or places where such records to confirm the gross invoiced sales amountsare customarily kept, the Net Salesupon reasonable notice from Northwestern, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify the amount accuracy of Royalties the reports and other payments due under this Agreementwith not more than one (1) inspection per calendar year. If payments are understated by five percent (5%) or more in Licensee’s favor, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hoursLicensee shall, within three ten (310) years after days of receipt of the Royalty period to audit report, pay the balance due Northwestern plus all reasonable costs of the audit or inspection and interest at the rate stated in Section 5.10 from the date at which such records relatebalance would have otherwise been due and payable. Any amounts shown to be owing If payments are understated by such audits shall be paid promptly. Alfacell shall bear the cost of such audit unless such audit discloses a variance in the amounts paid by Par of more less than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par Licensee shall have include such understated amount with the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost next scheduled payment and any such other amounts charged to or reimbursed by Par pursuant to interest at the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such auditrate stated in Section 5.10. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. (i) For a period a. Seller will, during the term of three (3) this Agreement and for seven years after the calendar year to which the records relatethereafter, Par shall keep, keep and shall cause its Sub-distributors to keep, maintain complete and accurate books and records pertaining related to the sale this Agreement and all license fees invoiced in connection with this Agreement. On reasonable notice to Seller, Buyer may, not more than one time in any twelve (12)-month period (unless Buyer is aware of, or other disposition suspects, that Seller is in material breach of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereunder. Alfacell shall have the right to cause this Agreement), at its sole expense and during normal working hours, either engage an independent, certified public accountant third-party accounting firm to which Par has no reasonablyaudit, well-founded objection to or audit such records to confirm the gross invoiced sales amountsitself, the Net Sales, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose ParSeller’s Confidential Information to Alfacell, except records of Seller to the extent such disclosure is necessary to verify the accuracy of the license fees (and the firm may share the results of the audit with Buyer, subject to the confidentiality provisions in this Agreement). If any audit reveals (a) any inaccuracy in the amount of Royalties license fees invoiced to Buyer, any overpaid amounts will be reimbursed to Buyer (bearing interest at 1.5% per month or the highest rate allowed by law), and other payments due under (b) any overpayment of fees that is greater than 5% higher than the amounts that Buyer should have paid, Seller will reimburse Buyer for the costs of the audit. b. On an annual basis throughout the term of this Agreement, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hours, within three (3) years after the Royalty period to which such records relate. Any amounts shown to be owing by such audits shall be paid promptly. Alfacell shall bear the cost of such audit unless such audit discloses a variance in the amounts paid by Par of more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause Seller will engage an independent, certified public accountant U.S. based, nationally recognized third-party auditing firm auditor to which Alfacell has no reasonablyprepare an SSAE 18 SOC 2 Type II audit or similar report (“Controls Audit”), well-founded objection and Seller will give a copy of the Controls Audit to audit such records Buyer (subject to confirm Direct Cost the confidentiality provisions in this Agreement). Each Controls Audit must cover successive twelve (12)-month periods of time. If material deficiencies, including any that adversely affect the Goods, are noted in the Controls Audit, Seller will, at its sole expense, develop and implement a plan to address and resolve any such other amounts charged deficiencies within a commercially reasonable time and will give a copy of the plan to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such auditBuyer. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. (i) For During the term of this Agreement, for a period of three (3) years after the conclusion of the applicable calendar year to which year, the records relate, Par Purchaser shall keep, and shall cause its Sub-distributors to keep, keep complete and accurate records pertaining to the sale or other disposition of the Product Net Sales in sufficient detail to permit Alfacell the Company to confirm *CONFIDENTIAL TREATMENT REQUESTED the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to the Purchaser to audit and/or inspect records of the Purchaser solely to the extent required to verify: (A) the completeness and accuracy of all the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty payments due hereunderfor the Product for the previous year. Alfacell Such inspection shall be conducted during the Purchaser’s normal business hours, no more than once in any twelve (12) month period and upon at least thirty (30) days prior written notice by the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding year, the Purchaser shall have the right to cause an independent, certified public accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary engage a recognized independent auditing firm to verify the findings of the audit. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount of Royalties and other payments due under this Agreementany such underpayments for the preceding year, and such auditor shall enter into plus interest at a non-disclosure agreement reasonably acceptable rate equal to Par. Such audits may be exercised once a year the Prime Rate of interest as reported in the Wall Street Journal on reasonable advance notice to Par and during normal business hoursthe date payment is due, within three thirty (330) years days after the Royalty period date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes that such records relatepayments were underpaid for the preceding year. Any amounts shown Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to be owing by the Purchaser such audits shall be paid promptlyfirm’s report so establishing that such payments were overpaid for the preceding year. Alfacell The Company shall bear the full cost of such audit the firm it engages unless such audit discloses a variance in an underpayment by more than five percent (5%) of the amounts paid by Par amount due for the preceding year and such underpayment of more than five percent (5%) from is verified by the amount of Royalties and/or other payments actually owed firm engaged by the Purchaser if it chooses to Alfacell engage a firm for the period auditedaudit verification purposes. In such case, Par The Purchaser shall bear the reasonable full cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary firm it engages to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such auditfindings. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. (i) For a period of three (3) years after the calendar year Licensee shall keep and require its Affiliates and sublicensees to which the records relate, Par shall keep, and shall cause its Sub-distributors to keep, keep complete and accurate records pertaining to the sale or other disposition of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereundersales of Licensed Products under the Agreement herein. Alfacell Licensor shall have the right to cause an independentright, at Licensor's expense (except as provided below), through a certified public accountant or like person reasonably acceptable to which Par has no reasonablyLicensee, well-founded objection to audit examine such relevant records during regular business hours during the life of this Agreement and for two years after its termination to confirm verify the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty paymentscalculation of any royalty payment reflected in such report; provided, however, however that such auditor examination shall not disclose Par’s Confidential Information take place more often than twice a year for each audit subject and shall not cover such records for more than the preceding two (2) years. If Licensor does not agree that any such accounting correctly states Licensee's Net Sales or the applicable royalty payment, it shall not later than thirty (30) days after the delivery of such accounting give notice to AlfacellLicensee of any exceptions thereto. If Licensee and Licensor reconcile their differences, except the accounting shall be adjusted accordingly and shall thereupon become final and binding upon the parties hereto. If Licensee and Licensor are unable to reconcile their differences in writing within twenty (20) days after written notice of exceptions is received by Licensee, the extent items in dispute shall be submitted to an accounting firm selected by Licensor from among the six largest accounting firms in the United States in terms of gross revenues (the "Arbitrator"), provided that such disclosure is necessary firm shall not be performing accounting services for Licensor or Licensee, for final determination and the accounting shall be deemed adjusted in accordance with the determination of the Arbitrator and shall become final and binding upon all of the parties hereto. The Arbitrator shall be instructed to verify act within thirty (30) days to resolve all items in dispute. In the event that any such examination shall reveal an underpayment of royalties to Licensor, Licensee shall pay to Licensor the amount of Royalties the underpayment and other payments due interest at the prevailing prime rate during such period (as set forth in the New York edition of the Wall Street Journal). If the underpayment is seven and one-half percent (7.5%) or more with respect to the period or periods under this Agreementexamination, the fees and expenses of such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hours, within three examination (3including Licensor's initial audit) years after the Royalty period to which such records relate. Any amounts shown to be owing by such audits shall will be paid promptlyby Licensee. Alfacell In the event that any such examination shall bear reveal an overpayment, Licensor shall credit from any royalties owed to the cost of such audit unless such audit discloses a variance in the amounts paid by Par of more than five percent (5%) from Licensor the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such auditoverpayment and interest. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such audit. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. (i) For a period of Tenant agrees to record all sales in accordance with generally accepted accounting principles, which records, together with all sales and income tax reports, shall be preserved by Tenant for three (3) years after years, either (a) at the Leased Premises or (b) at the home or regional offices of Tenant in the continental United States and made available to Landlord at the Leased Premises or such offices upon demand. Tenant agrees to deliver to Landlord a statement of each month's sales on or before the twelfth (12th) day of the following month and, by January 30th of each year of the term of this Lease, a statement, certified by a certified public accountant or a financial officer, owner or partner of Tenant satisfactory to Landlord of the net sales made during the preceding calendar year year. Landlord shall be entitled, at Landlord's expense, to which audit the records relate, Par shall keepnet sales made during the period covered by such statements either by Landlord or an auditor designated by Landlord, and to recalculate the rentals payable for such period. If it shall cause its Sub-distributors be determined as a result of such audit or such certified statement that there has been a deficiency in the payment of percentage or additional rentals, then such deficiency shall become immediately due and payable with interest at the maximum legal rate, from the date when said payments should have been made. In addition, if net sales have been understated by more than two percent (2%) and Landlord is entitled to keepan increase in percentage or additional rental as a result of such understatement, complete and accurate records pertaining then Tenant shall pay all costs of such audit, including a $500 administrative charge. In the event Tenant shall be delinquent in furnishing to the sale Landlord any monthly sales statement or other disposition of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due statements required hereunder. Alfacell , then Landlord shall have the right right, without notice, to cause an independent, certified public accountant to which Par has no reasonably, well-founded objection to conduct such audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin as provided by this ARTICLE 6 and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify the amount of Royalties any and other payments due under this Agreement, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hours, within three (3) years after the Royalty period to which such records relate. Any amounts shown to be owing all charges occasioned by such audits reason thereof shall be paid promptlythe sole obligation of Tenant, which obligation shall be deemed an item of additional rental. Alfacell shall bear the cost of such audit unless such audit discloses a variance in the amounts paid If net sales are determined to have been understated by Par of more than five percent (5%), Landlord may elect to terminate this Lease by notice to Tenant given within six (6) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost months after receipt of such audit. statement and this Lease shall terminate and be null and void sixty (ii60) For a period of three (3) years days after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost delivery of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such auditnotice. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. (ia) For a period Commencing [***] after [***] and throughout the Term and the Continuity of three Service Period, [***]. Any such audit and Third Party auditor will be subject to the confidentiality obligations set forth in this Agreement and all information and materials made available in connection with such review will be Paige’s Confidential Information. (3b) years after the calendar year to which the records relate, Par Paige shall keep, and shall cause its Sub-distributors to keep, maintain complete and accurate records pertaining to the sale or other disposition of the Product in sufficient detail in relation to this Agreement to permit Alfacell Agendia to confirm the accuracy achievement of all Milestone Events. Paige shall keep such books and records [***] following the Annual Period to which they pertain, or such longer period of time as may be required by applicable law. Upon reasonable prior notice to Paige, such records may be inspected during regular business hours for the sole purpose of verifying the achievement of the Milestone Events [***] following the notice of any such achievement of a Milestone Event. All information and materials made available in connection with such audit will be Paige’s Confidential Information. (c) Paige shall maintain complete and accurate development books and records for each CMPBP in sufficient detail in relation to this Agreement for the purposes of supporting regulatory filings, compliance, and audits only. Upon reasonable prior notice to Paige, [***], Agendia may inspect the non- proprietary portions of such records on-site at Paige’s place of business. Paige shall maintain such books and records for a time period as may be required by applicable Law. (d) Agendia shall maintain complete and accurate books and records, including books of account in accordance with generally accepted accounting principles, in sufficient detail in relation to this Agreement to permit Paige to determine Agendia’s compliance with this Agreement, including diligence with respect to the Revenue Sharing and other payments due hereunderpayable to Paige under this Agreement. Alfacell Agendia shall have the right keep such books and records [***], or such longer period of time as may be required by applicable Law. Upon reasonable prior notice to cause Agendia, such records may be inspected during regular business hours at such place or places where such records are customarily kept by an independent, independent certified public accountant (the “Auditor”), mutually agreed to which Par has no reasonablyby both Parties, well-founded objection for the sole purpose of verifying the accuracy of the financial reports furnished by Agendia or of any payments made, or required to be made, by Agendia pursuant to this Agreement. All information and materials made available to or otherwise obtained or prepared by or for the Auditor in connection with such audit such records will be Agendia’s Confidential Information. Prior to confirm conducting the gross invoiced sales amountsaudit, the Net Sales, Net Margin Auditor must enter into a written agreement containing confidentiality and Royalty payments; provided, however, that such auditor non-disclosure obligations at least as restrictive as those provided in Section 8. Such audits will be limited to once per Annual Period and once with respect to records covering any specific time period. The Auditor shall not disclose ParAgendia’s Confidential Information to AlfacellPaige, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by Agendia or the amount of Royalties and other payments due by Agendia under this Agreement. If the final result of the audit reveals an undisputed underpayment or overpayment, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may the underpaid or overpaid amount must be exercised once a year on reasonable advance notice to Par and during normal business hours, within three (3) years settled [***]after the Royalty period to which such records relate. Any amounts shown to be owing by such audits Auditor’s report and any underpayment shall be paid promptlyconsidered a late payment under Section 6.6. Alfacell Paige shall bear the full cost of such audit unless such audit discloses a variance reveals an [***], in the amounts paid by Par of more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell which case Agendia shall reimburse Paige for the period audited. In such case, Par shall bear the reasonable cost costs of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such audit. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. (a) Simcere shall maintain complete and accurate records of its, and its Affiliates’ and sublicensees’ sales, transfers and other dispositions of the Product necessary for the calculation of payment due to ▇▇▇▇▇ under this Agreement. Simcere shall maintain such records for the longer of (i) For a the period of time required under any applicable Law, and (ii) three (3) years after following the end of the calendar year to which the records relate, Par shall keep, and shall cause its Sub-distributors to keep, complete and accurate records pertaining to the sale or other disposition of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereunder. Alfacell shall have the right to cause an independent, certified public accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify the amount of Royalties and other payments due under this Agreement, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hours, within three (3) years after the Royalty period to which such records relate. Any amounts shown to be owing by such audits shall be paid promptly. Alfacell shall bear the cost of such audit unless such audit discloses a variance in the amounts paid by Par of more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such auditpertain. (iib) For a period of three (3) years after ▇▇▇▇▇ may, at any time during the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (Term and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such audit. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the expiration or termination of this Agreement, through an independent certified public accountant nominated by ▇▇▇▇▇ and acceptable to Simcere (the “Auditor”), undertake an audit of Simcere’s records related to the sale and disposition of the Product, for the three (3) year period before such notice for the purpose of verifying all payments made under this Agreement (“Audit”). Simcere shall, no later than thirty (30) days of Kazia’s notice of an Audit, permit the Auditor to have access to Simcere’s records related to the sale and disposition of the Product, for the three (3) year period before such notice and during Simcere’s normal business hours for the purpose of undertaking the Audit. The Auditor shall be required to enter into a confidentiality agreement reasonably acceptable to Simcere to protect the confidentiality of Simcere’s records before the Audit starts. ▇▇▇▇▇ may not conduct an Audit more than once each calendar year unless: (i) a prior Audit in that calendar year determined an error by Simcere resulting in underpayment to ▇▇▇▇▇ of greater than five percent (5%) for the audited period; or (ii) ▇▇▇▇▇ is required to verify payments made under this Agreement as a result of Genentech seeking to conduct an audit in accordance with the terms of the Genentech Agreement. (c) ▇▇▇▇▇ shall bear the cost of an Audit under this Section 5.11, unless the Auditor’s audit report reveals an uncontested underpayment by Simcere of more than five percent (5%) of the amount actually due for the time period being audited or a material breach by Simcere of its obligations under this Agreement, in which case Simcere shall reimburse ▇▇▇▇▇ for the costs of the relevant Audit. (d) Upon completion of the Audit, the Auditor shall deliver its audit report to both Parties. Where the Auditor’s audit report shows that payments made by Simcere are deficient, Simcere shall pay to ▇▇▇▇▇ the uncontested underpayment within sixty (60) days after the date of the Auditor’s audit report, plus interest (as set forth in Section 5.9) from the original due date. If the Auditor’s audit report reveals an uncontested overpayment by Simcere, then Simcere may take a credit for such uncontested overpayment against any future payments due to ▇▇▇▇▇ (if there will be no future payment obligation hereunder expires or terminatesdue, then ▇▇▇▇▇ shall promptly refund such amount to Simcere). Contested amounts are subject to dispute resolution by an Expert under Exhibit H. The full amount of any underpayment by Simcere determined to be payable to ▇▇▇▇▇ pursuant to this Section 5.11(d) shall accrue interest in accordance with Section 5.9. (e) Where the Auditor’s audit report shows that Simcere is in breach of its obligations under this Agreement, the Parties will promptly meet to agree a remediation plan such that any breach by Simcere may be remedied. In such case, ▇▇▇▇▇ must provide to Simcere reasonable evidence of the relevant findings set out in the Auditor’s audit report.

Records and Audit. (i) For 12.1 To support all charges invoiced to FNCIAS with respect to the Services performed hereunder, Contractor, for a period of three five (35) years after the calendar year to which the records relateperformance of such Services, Par shall keepmaintain, in accordance with generally accepted accounting principles, a true and shall cause its Sub-distributors to keep, complete correct set of books and accurate records pertaining to such Services, including original payroll records, invoices issued to Contractor by its Personnel, and all other relevant records, whether in writing or in electronic form or reproduced by any other means (“Records”) and shall allow FNCIAS, or its authorized representatives, to inspect, examine, audit and copy (“Audit”) such Records upon reasonable request during this five (5) year period at no cost to FNCIAS. 12.2 If any Records require special equipment or specialized knowledge to convert the sale data into readily readable form, Contractor shall provide all assistance and facilities reasonably required for that purpose in connection with any Audit. 12.3 Contractor shall respond to any claims or other disposition discrepancies disclosed by an Audit in writing within thirty (30) working days after the receipt of a claim from FNCIAS. Items established to be inaccurate as a result of any Audit shall be rectified forthwith and either credited or reimbursed appropriately, with interest at the Product in sufficient detail to permit Alfacell to confirm rate of prime plus two percent (2%) per annum. Such interest shall accrue from the accuracy of all payments due hereunder. Alfacell shall have date FNCIAS first paid the right to cause an independent, certified public accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except excess amounts to the extent date of credit or reimbursement, as the case may be. Contractor shall retain records pertaining to any unresolved claim or discrepancy until such disclosure claim or discrepancy is necessary to verify resolved, notwithstanding the amount aforesaid five (5) year retention period. 12.4 Contractor shall maintain, during the Term of Royalties and other payments due under this Agreement, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hours, within three (3) years after the Royalty period to which such records relate. Any amounts shown to be owing by such audits shall be paid promptly. Alfacell shall bear the cost of such audit unless such audit discloses a variance in the amounts paid by Par of more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three five (35) years after the calendar year to which the records relate or such longer period as may be required by applicable lawthereafter, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (true and thus accuracy of the Transfer Price), as well as correct records pertaining to any other amounts charged and all gifts or entertainment provided by Contractor or Contractor’s Representatives to FNCIAS or reimbursed by Par hereunder. Par FNCIAS’s Representatives and shall have the right allow FNCIAS, or its authorized representatives, to cause an independentinspect, certified public accountant to which Alfacell has no reasonablyexamine, well-founded objection to audit and copy such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on upon reasonable advance notice and request during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than this five percent (5%) as compared year period at no cost to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such auditFNCIAS. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. (i) For Astellas will keep and cause its Affiliates and Sublicensees to keep accurate records in sufficient detail to enable PTI to verify the amounts of royalty and other payments to be made by Astellas under this Agreement. Astellas and its Affiliates and Sublicensees will retain such records relating to a period of given Calendar Quarter for at least three (3) years after the calendar year conclusion of that Calendar Quarter. PTI will have the right, not more than once during any Calendar Year, to have Astellas’s books and records audited by a certified public accounting firm as to whom Astellas gives its consent for such audit, which consent will not be withheld unreasonably. Audits under this Section 6.11 (Records) will be conducted during normal business hours, upon at least thirty (30) days prior written notice, for the sole purpose of verifying the amounts required to be paid to PTI under this Agreement. Books and records relateto be audited and date, Par shall keephours, or premises of audit will require Astellas’s prior consent, which consent will not be unreasonably withheld, conditioned or delayed. Astellas will cause the accounting firm to enter into a confidentiality agreement with PTI as the case may be, and shall cause to limit its Sub-distributors audit report to keep, complete PTI solely to that information which will properly be contained in a royalty report pursuant to this Section 6.11 (Records). PTI will pay all costs and accurate records pertaining to the sale or other disposition fees of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereunder. Alfacell shall have the right to cause an independent, certified public accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty paymentsaudit; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify the amount of Royalties and other payments due under this Agreement, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hours, within three (3) years after the Royalty period to which such records relate. Any amounts shown to be owing by such audits shall be paid promptly. Alfacell shall bear the cost of such audit unless such audit discloses a variance in the amounts paid event that any audit pursuant to this Section 6.11 (Records) shows that Astellas has collectively underpaid PTI during the audited period by Par of more than any amount which exceeds five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining royalty payments properly and collectively due to any other amounts charged to or reimbursed by Par hereunder. Par shall have PTI under the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such audit. (iii) The terms of this Agreement during the audited period, then the expenses of such independent accountant will be borne by Astellas. PTI will promptly notify Astellas of such underpayment and of the amount required to correct such royalty payment, and the overdue payment provisions of Section 6.5(c6.8 (Time of Payment Due and Late Fees) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminateswill apply with respect to such amount.

Records and Audit. (i) For a period Alamo and its Affiliates shall keep full, true and accurate books of three (3) account containing all particulars that may be necessary for the purpose of showing the amounts payable to CIMA hereunder. Such books of account shall be kept at Alamo’s principal place of business or the principal place of business of the appropriate Affiliate of Alamo to which this Agreement relates. Such books and the supporting data shall be open, at all reasonable times and upon reasonable notice during the term of this Agreement and for *** years after the calendar year to which the records relateits termination, Par shall keep, and shall cause its Sub-distributors to keep, complete and accurate records pertaining to the sale or other disposition inspection by a firm of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereunder. Alfacell shall have the right to cause an independent, certified public accountant accountants selected by CIMA and reasonably acceptable to which Par has no reasonablyAlamo, well-founded objection to audit such records to confirm for the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty paymentslimited purpose of verifying Alamo’s royalty statements; provided, however, that such auditor examination shall not disclose Partake place more often than once each Year, shall not cover more than the preceding *** Years, with no right to audit any period previously audited and shall not occur during the 90-day period following the end of Alamo’s Confidential Information to Alfacellfiscal Year without the mutual agreement by Alamo. Except as otherwise provided in this Section, except to the extent cost of any such disclosure is necessary to verify the amount of Royalties and other payments due under this Agreement, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hours, within three (3) years after the Royalty period to which such records relate. Any amounts shown to be owing by such audits examination shall be paid promptlyby CIMA. Alfacell shall bear In the cost event that any such inspection reveals a deficiency in excess of such audit unless such audit discloses a variance in ***% of the amounts paid by Par of more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell reported royalty for the period auditedcovered by the inspection, Alamo shall promptly pay CIMA the deficiency, plus interest at the rate of ***% per annum (which interest shall accrue from the date any such deficiency payment was due), and shall reimburse CIMA for the reasonable fees and expenses paid to such accountants in connection with their inspection for such period. In the event that any such case, Par shall bear the reasonable cost of such audit. (ii) For inspection reveals a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy deficiency that is less than ***% of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell reported royalty for the period auditedcovered by the inspection, Alamo shall promptly pay CIMA the deficiency, plus interest at the rate of ***% per annum (which interest shall accrue from the date any such deficiency payment is due). In the event that any such caseinspection reveals an overpayment, Alfacell CIMA shall bear promptly pay Alamo the reasonable cost of such audit. (iii) overpayment. The terms parties agree that neither party shall be required to retain books and records with respect to the above other than books and records relating to the current Year and the immediately preceding *** Years. *** Portions of this Section 6.5(c) shall survive any termination or expiration of this Agreement page have been omitted pursuant to a request for a period of three (3) years following Confidential Treatment and filed separately with the calendar year in which the relevant payment obligation hereunder expires or terminatesCommission.

Records and Audit. (i) For a period of three (3) years after the calendar year to which the records relate, Par Buyer shall keep, and shall cause its Sub-distributors to keep, maintain complete and accurate records relating to the net revenues received by Buyer for the Software Technology and Hardware Technology. Such records shall include information sufficient to determine the royalties due to Seller. Buyer agrees to allow Seller’s certified public accountants to audit Buyer’s records pertaining to the sale or other disposition of the Product in sufficient detail to permit Alfacell to confirm Software Technology and Hardware Technology and verify the accuracy of all payments the royalties due hereunderto Seller. Alfacell Any such audit shall have be permitted by Buyer within twenty (20) days of Buyer’s receipt of Seller’s written request to audit. Such audit shall be conducted during normal business hours at a time mutually agreed upon by Buyer and Seller. Buyer’s accounting information shall be kept confidential by the right to cause an independent, certified public accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify the amount of Royalties and other payments due under this Agreementauditors, and such auditor shall Buyer may require that Seller’s accountants enter into a non-disclosure written confidentiality agreement reasonably acceptable to ParBuyer. Such audits may will not exceed one (1) per twelve (12) month period. In the event that Buyer does not agree with the results of the audit performed by Seller’s certified public accountant, then Seller and Buyer will mutually choose an independent third party certified public accountant who will audit Buyer’s records relating to the net revenues received by Buyer. The determination of that third party certified public accountant shall be exercised once a year on reasonable advance notice to Par conclusive and during normal business hours, within three (3) years after binding upon the Seller and the Buyer. If it is determined that there was no underpayment by the Buyer of the Royalty for the period subject to which such records relate. Any amounts shown to be owing by such audits shall be paid promptly. Alfacell the audit, the Seller shall bear the entire expense of its certified public accountant and, if applicable, the Buyer’s certified public accountant and the third party certified public accountant. If it is determined that there was an underpayment of the Royalty for the period subject to the audit but that the underpayment was equal to or less than five percent (5%) of the total Royalty which should have been paid for such period, then each party shall be responsible for the cost of its own certified public accountant and the cost of the third party certified public accountant shall be borne in equal shares by the Seller and the Buyer. If it is determined that there was an underpayment of the Royalty for the period subject to the audit and if such audit unless such audit discloses a variance in the amounts paid by Par of underpayment was more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price)total Royalty which should have been paid for such period, as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have then the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits Buyer shall be paid promptly. Par shall bear responsible for the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to its certified public accountant, the amount of payments and/or reimbursements actually owed to Alfacell for Seller’s certified public accountant, and, if applicable, the period audited. In such case, Alfacell shall bear the reasonable cost of such auditthird party certified public accountant. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. (ia) Licensee shall keep accurate records of its sales of Licensed Products reasonably necessary for the calculation of royalties payable under Section 3.2. (b) For a period of three (3) years after the calendar year receipt of any royalty statement submitted by Licensee pursuant to which the records relateSection 3.2, Par shall keepLicensor, and shall cause at its Sub-distributors to keepown expense, complete and accurate records pertaining to the sale or other disposition of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereunder. Alfacell shall have the right to cause have an independent, independent certified public accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin and Royalty payments; provided, however, that such auditor shall not disclose Par’s Confidential Information to Alfacell, except to the extent such disclosure is necessary to verify the amount of Royalties and other payments due under this Agreement, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on Licensee, upon reasonable advance but not less than thirty (30) days' prior written notice to Par Licensee and during Licensee's normal business hours, within three (3) years after the Royalty period have access to which such records relatesolely for the purpose of verifying the payments made under Article 3. Any amounts shown Licensor may not exercise this right more than twice in any calendar year or more than once in respect of any royalty statement. The failure of Licensor to be owing request verification of any royalty statement during the two- year period after receipt of such royalty statement is deemed acceptance by Licensor of the accuracy of such audits statement and the payments made by Licensee in accordance with such statement. (c) The accountant shall disclose to Licensor only whether the royalty statement is correct or not and the specific details concerning any deficiency in the payment made or any overpayment. For the avoidance of doubt, all information and materials made available to or otherwise obtained or prepared by or for the auditor in connection with such audit shall be paid promptly. Alfacell Licensee's Confidential Information, and Licensor shall bear treat all such information in accordance with the cost confidentiality provisions of Article 5. (d) If any such audit unless shows that any payment made by Licensee is deficient, then Licensee shall pay Licensor the deficient amount, with interest thereon accruing at the then prime rate from the date such amount became due until the date of payment, within thirty (30) days after Licensee's receipt of the audit discloses a variance in report. If the amounts deficiency is more than 5% of all royalties paid by Par of more than five percent (5%) from Licensee during the amount of Royalties and/or other payments actually owed to Alfacell period covered by the audit, then Licensee shall reimburse Licensor for the period audited. In such case, Par shall bear the reasonable cost costs of and expenses of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptly. Par shall bear the cost of such audit unless such audit discloses an overpayment by Par of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such audit. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.

Records and Audit. (i) For Tenant shall keep full and complete and proper books, records and accounts of its daily Gross Sales, both for cash and credit, of each separate department, subtenant and concessionaire operated at any time in the Leased Premises, all in accordance with generally accepted accounting principles. Such books and records shall be maintained at the Leased Premises. Tenant shall keep all of said records for a period minimum of three (3) years after the calendar year to which the records relate, Par shall keep, years. Landlord and shall cause its Sub-distributors to keep, complete agents and accurate records pertaining to the sale or other disposition of the Product in sufficient detail to permit Alfacell to confirm the accuracy of all payments due hereunder. Alfacell employees shall have the right at any and all times during regular business hours to examine and inspect all of the books and records of Tenant including any sales tax reports pertaining to the business of Tenant conducted in, upon or from the Leased Premises for the purpose of investigating and verifying the accuracy of any statement of Gross Sales. Landlord may once in any calendar year cause an independentaudit of the business of Tenant to be made by an accountant of Landlord’s selection and if any statement of Gross Sales previously made to Landlord by Tenant shall be found to be inaccurate, certified public accountant to which Par has no reasonably, well-founded objection to audit such records to confirm the gross invoiced sales amounts, the Net Sales, Net Margin then and Royalty payments; provided, however, in that such auditor event there shall not disclose Par’s Confidential Information to Alfacell, except be an adjustment and one party shall pay to the extent other on demand such disclosure is sums as may be necessary to verify settle in full the accurate amount of the Percentage Rent that should have been paid for the period or periods covered by such inaccurate statement or statements. If said audit shall disclose an inaccuracy in favor of Tenant of greater than two percent (2%) error with respect to the amount of Royalties and other payments due under this AgreementGross Sales reported by Tenant for the period of said report, and then Tenant shall immediately pay to Landlord the cost of such auditor shall enter into a non-disclosure agreement reasonably acceptable to Par. Such audits may be exercised once a year on reasonable advance notice to Par and during normal business hoursaudit; otherwise, within three (3) years after the Royalty period to which such records relate. Any amounts shown to be owing by such audits shall be paid promptly. Alfacell shall bear the cost of such audit unless such audit discloses a variance in the amounts paid by Par of more than five percent (5%) from the amount of Royalties and/or other payments actually owed to Alfacell for the period audited. In such case, Par shall bear the reasonable cost of such audit. (ii) For a period of three (3) years after the calendar year to which the records relate or such longer period as may be required by applicable law, Alfacell shall keep records pertaining to calculation of Direct Cost in sufficient detail to permit Par to confirm the accuracy of Direct Cost (and thus accuracy of the Transfer Price), as well as records pertaining to any other amounts charged to or reimbursed by Par hereunder. Par shall have the right to cause an independent, certified public accountant to which Alfacell has no reasonably, well-founded objection to audit such records to confirm Direct Cost and any such other amounts charged to or reimbursed by Par pursuant to the terms hereof; provided, however, that such auditor shall not disclose Alfacell’s Confidential Information to Par, except to the extent such disclosure is necessary to verify the amount of any overpayments made by Par to Alfacell, and such auditor shall enter into a non-disclosure agreement reasonably acceptable to Alfacell. Such audits may be exercised once a year on reasonable advance notice and during normal business hours, within three (3) years after the date of payment to which such records relate, upon notice to Alfacell and during normal business hours. Any amounts shown to be owing by such audits shall be paid promptlyby Landlord. Par shall bear the cost of If such audit unless such audit discloses an overpayment by Par shall disclose any willful or substantial inaccuracies, this Lease may thereupon be canceled and terminated at the sole option of more than five percent (5%) as compared to the amount of payments and/or reimbursements actually owed to Alfacell for the period audited. In such case, Alfacell shall bear the reasonable cost of such auditLandlord. (iii) The terms of this Section 6.5(c) shall survive any termination or expiration of this Agreement for a period of three (3) years following the calendar year in which the relevant payment obligation hereunder expires or terminates.