Common use of Records; Audit Rights Clause in Contracts

Records; Audit Rights. ▇▇▇▇▇▇ shall keep and maintain for [*****] years complete and accurate records of Development Costs incurred with respect to Co-Developed Products in sufficient detail to allow confirmation of same by Enanta. Enanta shall have the right for a period of [*****] years after such Development Cost is reconciled in accordance with Section 5.2 to inspect or audit, or to appoint, at its expense, an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ to inspect or audit, the relevant records of ▇▇▇▇▇▇ and its Affiliates to verify that the amount of such Development Costs was correctly determined. ▇▇▇▇▇▇ and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta shall not have the right to inspect or audit any Calendar Year more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month period. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported by ▇▇▇▇▇▇ hereunder, (a) if the amount of Development Costs was over-reported, ▇▇▇▇▇▇ shall promptly (but in any event no later than [*****] days after ▇▇▇▇▇▇’▇ receipt of the independent accountant’s report so concluding) make payment to Enanta of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to ▇▇▇▇▇▇ of the underreported amount. Enanta shall bear the full cost of such audit unless such audit discloses an over-reporting by ▇▇▇▇▇▇ of more than [*****] of the aggregate amount of Development Costs reportable in any Calendar Year, in which case ▇▇▇▇▇▇ shall reimburse Enanta for all costs incurred by Enanta in connection with such inspection or audit.

Records; Audit Rights. ▇▇▇▇▇▇ and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment complete and accurate records of Development Costs incurred with respect to Co-Developed Products gross sales and Net Sales by ▇▇▇▇▇▇ and its Affiliates and Sublicensees of each Product, in sufficient detail to allow confirmation of same by EnantaRoyalty Payments, Operating Income Payments and Sublicense Income Payments to be determined accurately. Enanta shall have the right for a period of [*****] years after receiving any such Development Cost is reconciled in accordance with Section 5.2 payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ to inspect or audit, audit the relevant records of ▇▇▇▇▇▇ and its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. ▇▇▇▇▇▇ and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Development Costs hereunder Royalty Payments and Sublicense Income Payments were correctly accounted for or determined; provided that . Enanta shall not have the right to inspect exercise such inspection or audit any Calendar Year more than right [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month period]. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported underpayment by ▇▇▇▇▇▇ hereunder, (a) if the amount of Development Costs was over-reported▇, ▇▇▇▇▇▇ shall promptly (but in any event no later than [*****] days after ▇▇▇▇▇▇’▇ receipt of the independent accountant’s report so concluding) make payment to Enanta of any shortfall, together with the over-reported amount and (b) if interest payment as provided in Section 6.5.5. In the amount of Development Costs event that there was underreportedan overpayment by ▇▇▇▇▇▇, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment refund to ▇▇▇▇▇▇ of the underreported excess amount. Enanta shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by ▇▇▇▇▇▇ of more than [*****] of the aggregate amount of Development Costs reportable Royalty Payment or Sublicense Income Payments payable in any Calendar Year, in which case ▇▇▇▇▇▇ shall reimburse Enanta for all costs incurred by Enanta in connection with such inspection or audit.

Records; Audit Rights. ▇▇▇▇▇▇ MERCK and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Cogross sales and Net Sales by MERCK and its Affiliates and Sublicensees of each Royalty-Developed Products Bearing Product, in sufficient detail to allow confirmation of same by Enantaroyalties to be determined accurately. Enanta ARCHEMIX shall have the right for a period of [*****] years after receiving any such Development Cost is reconciled in accordance with Section 5.2 royalty payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ MERCK to inspect or audit, audit the relevant records of ▇▇▇▇▇▇ MERCK and its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. ▇▇▇▇▇▇ MERCK and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable [***] days written notice from EnantaARCHEMIX, solely to verify that Development Costs royalty payments hereunder were correctly determined; provided that Enanta . Such audit right shall not have the right to inspect or audit any Calendar Year be exercised by ARCHEMIX more than [***] in any [***] or more than [*****] years after the end with respect to sales of such Calendar Year or to conduct more than a particular Product in a [*****] such audit in any [*****] month period]. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇MERCK. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported underpayment by ▇▇▇▇▇▇ MERCK hereunder, (a) if the amount of Development Costs was over-reported, ▇▇▇▇▇▇ MERCK shall promptly (but in any event no later than [*****] days after ▇▇▇▇▇▇’▇ MERCK’s receipt of the independent accountant’s report so concluding) make payment to Enanta ARCHEMIX of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to ▇▇▇▇▇▇ of the underreported amountshortfall. Enanta ARCHEMIX shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by ▇▇▇▇▇▇ MERCK of more than [***] percent ([**] *]%) of the aggregate amount of Development Costs reportable royalties payable in any Calendar Year, in which case ▇▇▇▇▇▇ MERCK shall reimburse Enanta ARCHEMIX for all costs incurred by Enanta ARCHEMIX in connection with such inspection or audit. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Records; Audit Rights. ▇▇▇▇▇▇ Each Party shall keep and maintain for [*****] years complete and accurate records of Co-Development Costs incurred with respect to Co-Developed Development Candidates/Co-Developed Products in sufficient detail to allow confirmation of same by Enantathe JDC and the other Party. Enanta Each Party shall have the right for a period of [*****] years after such Co-Development Cost is reconciled in accordance with Section 5.2 4.10.6 to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ the other Party to inspect or audit, audit the relevant records of ▇▇▇▇▇▇ the other Party and its Affiliates to verify that the amount of such Co-Development Costs was correctly determined. ▇▇▇▇▇▇ The Audited Party and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enantathe Auditing Party, solely to verify that Co-Development Costs hereunder were correctly determined; provided that Enanta . Such audit right shall not have be exercised by the right to inspect or audit Auditing Party more than once in any Calendar Year and no period may be audited more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month periodonce. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇the Audited Party. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Co-Development Costs reported by ▇▇▇▇▇▇ the Audited Party hereunder, (ai) if the amount of Co-Development Costs was over-over reported, ▇▇▇▇▇▇ the Audited Party shall promptly (but in any event no later than [*****] days after ▇▇▇▇▇▇’▇ the Audited Party’s receipt of the independent accountant’s report so concluding) make payment to Enanta the Auditing Party of such amount as to ensure the overappropriate sharing of such Co-reported amount Development Costs in accordance with the ARCHEMIX Co-Development Sharing Percentage and the MERCK Co-Development Sharing Percentage and (bii) if the amount of Co-Development Costs was underreported, Enanta the Auditing Party shall promptly (but in any event no later than [*****] days after Enantathe Auditing Party’s receipt of the independent accountant’s report so concluding) make payment to ▇▇▇▇▇▇ the Audited Party of such amount as to ensure the underreported amountappropriate sharing of such Co-Development Costs in accordance with the ARCHEMIX Co-Development Sharing Percentage and the MERCK Co-Development Sharing Percentage. Enanta The Auditing Party shall bear the full cost of such audit unless such audit discloses an over-over reporting by ▇▇▇▇▇▇ the Audited Party of more than [***] percent ([**] *]%) of the aggregate amount of Co-Development Costs reportable in any Calendar Year, in which case ▇▇▇▇▇▇ the Audited Party shall reimburse Enanta the Auditing Party for all costs incurred by Enanta the Auditing Party in connection with such inspection or audit.

Records; Audit Rights. ▇▇▇▇▇▇ ELAN and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Co-Developed Products gross sales and Net Sales by ELAN and its Affiliates and Sublicensees of each Product, in sufficient detail to allow confirmation of same by Enantaroyalties to be determined accurately. Enanta ARCHEMIX shall have the right for a period of [*****] years after receiving any such Development Cost is reconciled in accordance with Section 5.2 royalty payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ ELAN to inspect or audit, audit the relevant records of ▇▇▇▇▇▇ ELAN and its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. ▇▇▇▇▇▇ ELAN and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable [***] days written notice from EnantaARCHEMIX, solely to verify that Development Costs royalty payments hereunder were correctly determined; provided that Enanta . Such audit right shall not have the right to inspect or audit any Calendar Year be exercised by ARCHEMIX more than [***] in any [***] or more than [*****] years after the end with respect to sales of such Calendar Year or to conduct more than [*****] such audit a particular Product in any [*****] month a particular period. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇ELAN. The results of each inspection or audit, if any, shall be promptly (but in any event no later than [***] days) after the audit reported to both Parties in writing and shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported underpayment by ▇▇▇▇▇▇ ELAN hereunder, (a) if the amount of Development Costs was over-reported, ▇▇▇▇▇▇ ELAN shall promptly (but in any event no later than [*****] days after ▇▇▇▇▇▇’▇ ELAN’s receipt of the independent accountant’s report so concluding) make payment to Enanta ARCHEMIX of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to ▇▇▇▇▇▇ of the underreported amountshortfall. Enanta ARCHEMIX shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by ▇▇▇▇▇▇ ELAN of more than [***] percent ([**] *]%) of the aggregate amount of Development Costs reportable royalties payable in any Calendar Year, in which case ▇▇▇▇▇▇ ELAN shall reimburse Enanta ARCHEMIX for all costs incurred by Enanta ARCHEMIX in connection with such inspection or audit.

Records; Audit Rights. ▇▇▇▇▇▇ Lilly and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the end of the Calendar Year in which Net Sales occurred (the “Retention Period”) complete and accurate records of Development Costs incurred with respect to Co-Developed Products gross sales and Net Sales by, as applicable, Lilly and its Affiliates and Sublicensees of each Licensed Product, in sufficient detail to allow confirmation of same by Enantaroyalties to be determined accurately. Enanta Sigilon shall have the right for a period of [*****] years after such Development Cost is reconciled in accordance with Section 5.2 during the applicable Retention Period to inspect or audit, or to appoint, appoint at its expense, an expense a nationally recognized independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ Lilly to inspect or audit, audit the relevant records of ▇▇▇▇▇▇ Lilly and its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. ▇▇▇▇▇▇ Lilly and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such nationally recognized independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta shall not have the right to inspect or audit any Calendar Year more than [*****] days’ written notice from Sigilon. Such audit right shall not be exercised by Sigilon more than once in any Calendar Year or more than [*****] years after the end once with respect to sales of such Calendar Year or to conduct more than [*****] such audit a particular Licensed Product in any [*****] month a particular period. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇Lilly. The results of each inspection or audit, if any, shall be binding on both PartiesParties absent manifest error. In the event there was an error in the amount of Development Costs reported underpayment by ▇▇▇▇▇▇ Lilly hereunder, (a) if the amount of Development Costs was over-reported, ▇▇▇▇▇▇ Lilly shall promptly (but in any event no later than [*****] days after ▇▇▇▇▇▇’▇ Lilly’s receipt of the independent accountant’s report so concluding) make payment to Enanta Sigilon of any shortfall. Sigilon shall bear the full cost of such audit unless such audit discloses an underreporting by Lilly of [***] percent ([***]%) and at least $[***] of the over-reported amount and (b) if the aggregate amount of Development Costs royalties payable in any Calendar Year, in which case Lilly shall reimburse Sigilon for all reasonable costs incurred by Sigilon in connection with such audit. In the event there was underreportedan overpayment by Lilly hereunder, Enanta Sigilon shall promptly (but in any event no later than [*****] days after EnantaSigilon’s receipt of the independent accountant’s report so concluding) make payment repayment to ▇▇▇▇▇▇ Lilly of the underreported amount. Enanta shall bear the full cost of any such audit unless such audit discloses an over-reporting by ▇▇▇▇▇▇ of more than [*****] of the aggregate amount of Development Costs reportable in any Calendar Year, in which case ▇▇▇▇▇▇ shall reimburse Enanta for all costs incurred by Enanta in connection with such inspection or auditoverage.

Records; Audit Rights. ▇▇▇▇▇▇ shall (a) Seller will, and will cause its Affiliates to, consistent with their respective internal financial control and reporting practices and procedures, keep and maintain for [*****] years complete and accurate records of Development Costs incurred with respect to Co-Developed Products in sufficient detail to allow confirmation of same by Enanta. Enanta shall have the right maintain, for a period of [*** from the end of an applicable ***, accounts and records of all data reasonably required to verify payments of Scheduled Quarterly Amounts and Quarterly Reports, to verify and calculate the amounts to be paid to Purchaser under this Agreement. (b) During the Term and for **] years after * thereafter, during normal business hours and upon at least *** prior written notice to Seller, but no more frequently than ***, and no more than *** during the Payment Period, Purchaser has the right to audit, through a nationally recognized “Big 4” accounting firm (which firm shall be independent of Seller and Purchaser and their respective Affiliates) mutually acceptable to the Parties (the “Accounting Firm”), those accounts and records of Seller and Seller’s Affiliates as may be reasonably necessary to verify the accuracy of the Quarterly Reports and the amounts received by Purchaser (provided, however, that, prior to conducting any such Development Cost audit, the Accounting Firm will have entered into a confidentiality agreement in form and substance reasonably satisfactory to Seller). The Accounting Firm will keep confidential all information obtained during such audit and will issue a written report to Purchaser and to Seller with only: (i) the actual amount of Net Sales made during the *** in question, (ii) the resulting over- or under-payment of Scheduled Quarterly Amounts to Purchaser that occurred during the *** in question; and (iii) the details of any discrepancies between the Scheduled Quarterly Amounts that were paid and the Scheduled Quarterly Amounts that should have been paid. The determination of the actual amount of Scheduled Quarterly Amounts to be paid to Purchaser under this Agreement with respect to any *** will be binding and conclusive on the Parties upon the expiration of *** following the end of such ***, unless an audit of such *** has been initiated before the expiration of such *** period and is reconciled on-going, in which case, such determination will be binding and conclusive on the Parties upon completion of such audit. Without limiting the generality of the preceding sentence, absent a substantive error, the report from the Accounting Firm will be final and non-appealable. In the event that either Party identifies a substantive error in the report from the Accounting Firm, the Parties agree to cooperate in good faith with each other and the Accounting Firm to resolve the error and the related report within *** of such Party notifying the Accounting Firm of the substantive error. If the Parties and the Accounting Firm cannot resolve the error to the mutual satisfaction of the Parties within such *** period, then the original determination of the Accounting Firm shall be final and non-appealable. (c) Purchaser is solely responsible for all the expenses of the Accounting Firm, unless the Accounting Firm’s report shows any underpayment by Seller exceeding *** of the payment it owed Purchaser for any of the *** then-being reviewed. If the Accounting Firm’s report shows that Seller underpaid by more than ***, Seller is responsible for the reasonable expenses incurred by Purchaser for the Accounting Firm’s services. Any payment owed by one Party to another as a result of the audit shall be made within *** of the date that the audit report is deemed to be final and non-appealable, free and clear of any and all Encumbrances. In addition, any payment under this Section 2.3 shall bear interest in accordance with Section 5.2 to inspect or audit, or to appoint, at its expense, an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ to inspect or audit, the relevant records of ▇▇▇▇▇▇ and its Affiliates to verify that the amount of such Development Costs was correctly determined. ▇▇▇▇▇▇ and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta shall not have the right to inspect or audit any Calendar Year more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month period. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported by ▇▇▇▇▇▇ hereunder, (a) if the amount of Development Costs was over-reported, ▇▇▇▇▇▇ shall promptly (but in any event no later than [*****] days after ▇▇▇▇▇▇’▇ receipt of the independent accountant’s report so concluding) make payment to Enanta of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to ▇▇▇▇▇▇ of the underreported amount. Enanta shall bear the full cost of such audit unless such audit discloses an over-reporting by ▇▇▇▇▇▇ of more than [*****] of the aggregate amount of Development Costs reportable in any Calendar Year, in which case ▇▇▇▇▇▇ shall reimburse Enanta for all costs incurred by Enanta in connection with such inspection or audit2.5.

Records; Audit Rights. ▇▇▇▇▇▇ TAKEDA and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Co-Developed Products gross sales and Net Sales by TAKEDA and its Affiliates and Sublicensees of each Product, in sufficient detail to allow confirmation of same by Enantaroyalties to be determined accurately. Enanta ARCHEMIX shall have the right for a period of [*****] years after receiving any such Development Cost is reconciled in accordance with Section 5.2 royalty payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ TAKEDA to inspect or audit, audit the relevant records of ▇▇▇▇▇▇ TAKEDA and its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. ▇▇▇▇▇▇ TAKEDA and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable [***] days written notice from EnantaARCHEMIX, solely to verify that Development Costs royalty payments hereunder were correctly determined; provided that Enanta . Such audit right shall not have the right to inspect or audit any Calendar Year be exercised by ARCHEMIX more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit once in any [*****] month periodFiscal Year. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇TAKEDA. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported underpayment by ▇▇▇▇▇▇ TAKEDA hereunder, (a) if the amount of Development Costs was over-reported, ▇▇▇▇▇▇ TAKEDA shall promptly (but in any event no later than [*****] days after ▇▇▇▇▇▇’▇ TAKEDA’s receipt of the independent accountant’s report so concluding) make payment to Enanta ARCHEMIX of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to ▇▇▇▇▇▇ of the underreported amountshortfall. Enanta ARCHEMIX shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by ▇▇▇▇▇▇ TAKEDA of more than [***] percent ([**] *]%) of the aggregate amount of Development Costs reportable royalties payable in any Calendar Fiscal Year, in which case ▇▇▇▇▇▇ TAKEDA shall reimburse Enanta ARCHEMIX for all costs incurred by Enanta ARCHEMIX in connection with such inspection or audit. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Records; Audit Rights. ▇▇▇▇▇▇ With respect to each Research Program, Nimble shall keep and maintain for [*****] years complete and accurate records of Development all Research Costs incurred with respect to Co-Developed Products in sufficient detail to allow confirmation of same by Enanta. Enanta shall have the right it under such Research Program for a period of [***] after the termination of the Research Term for such Research Program. Rayze shall have the right during such [***] years after such Development Cost is reconciled in accordance with Section 5.2 period to inspect or audit, or to appoint, appoint at its expense, expense an independent nationally recognized certified public accountant firm reasonably acceptable to ▇▇▇▇▇▇ Nimble and subject to inspect or audit, obligations of confidentiality to Nimble to audit the relevant records of ▇▇▇▇▇▇ and its Affiliates Nimble to verify that the amount of such Development Research Costs was incurred have been correctly determined. ▇▇▇▇▇▇ and its Affiliates Nimble shall each make its records available for inspection or audit by such the independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta shall not have the right to inspect or audit any Calendar Year more than [*****] or written notice from Rayze. Such audit right shall not be exercised by Rayze more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit once in any [***] period during each Research Term and [***] month period. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇thereafter. The independent certified public accountant will only disclose the results (any sums either over/under paid) of each inspection or audit, if any, shall be binding on both Partiessuch audit to Rayze and no other details. In the event there was an error in the amount of Development such Research Costs reported by ▇▇▇▇▇▇ hereunder, (a) if the amount effect of Development Costs was over-reported, ▇the error resulted in an underpayment by ▇▇▇▇▇ to Nimble, then Rayze shall promptly (but in any event no later than [*****] days after ▇▇▇▇▇▇’▇ promptly, on receipt of the independent accountant’s report so concluding) an invoice, make payment to Enanta Nimble of the over-reported underpayment amount and (b) if the amount effect of Development Costs was underreportedthe error resulted in an overpayment by ▇▇▇▇▇ to Nimble, Enanta then Nimble shall promptly (but in any event no later than [*****] days after Enanta’s on receipt of the independent accountant’s report so concluding) an invoice make payment to ▇▇▇▇▇▇ of the underreported overpayment amount. Enanta Rayze shall bear the full cost of such audit unless such audit discloses an over-reporting overpayment by ▇▇▇▇▇▇ to Nimble of more than at least [***] percent ([**] *]%) of the aggregate amount of Development the Research Costs reportable in any Calendar YearYear subject to such audit, in which case ▇▇▇▇▇▇ shall reimburse Enanta Rayze for all the costs incurred by Enanta in connection with of such inspection or audit.

Records; Audit Rights. ▇▇▇▇▇▇ MERCK and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Co-Developed Products gross sales and Net Sales by MERCK and its Affiliates and Sublicensees of each Product, in sufficient detail to allow confirmation of same by Enantaroyalties to be determined accurately. Enanta ARCHEMIX shall have the right for a period of [*****] years after receiving any such Development Cost is reconciled in accordance with Section 5.2 royalty payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ MERCK to inspect or audit, audit the relevant records of ▇▇▇▇▇▇ MERCK and its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. ▇▇▇▇▇▇ MERCK and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable [***] days written notice from EnantaARCHEMIX, solely to verify that Development Costs royalty payments hereunder were correctly determined; provided that Enanta . Such audit right shall not have the right to inspect or audit any Calendar Year be exercised by ARCHEMIX more than [***] in any [***] or more than [*****] years after the end with respect to sales of such Calendar Year or to conduct more than a particular Product in a [*****] such audit in any [*****] month period]. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇MERCK. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported underpayment by ▇▇▇▇▇▇ MERCK hereunder, (a) if the amount of Development Costs was over-reported, ▇▇▇▇▇▇ MERCK shall promptly (but in any event no later than [*****] days after ▇▇▇▇▇▇’▇ MERCK’s receipt of the independent accountant’s report so concluding) make payment to Enanta ARCHEMIX of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to ▇▇▇▇▇▇ of the underreported amountshortfall. Enanta ARCHEMIX shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by ▇▇▇▇▇▇ MERCK of more than [***] percent ([**] *]%) of the aggregate amount of Development Costs reportable royalties payable in any Calendar Year, in which case ▇▇▇▇▇▇ MERCK shall reimburse Enanta ARCHEMIX for all costs incurred by Enanta ARCHEMIX in connection with such inspection or audit.

Records; Audit Rights. ▇▇▇▇▇▇ shall keep and maintain for [*****] years complete and accurate records of Development Costs incurred with respect to Co-Developed Products in sufficient detail to allow confirmation of same by Enanta. Enanta shall have the right for For a period of [***] ([**] *]) years after following receipt by Biotest of any accounting described in this Section 5.1.5, ImmunoGen shall keep complete and accurate records pertaining to the Pivotal MAY Compound Process Development Costs and the Pivotal MAY Compound Process Development Percentage in sufficient detail to allow the accuracy of the payments hereunder to be confirmed. At each meeting of the JDC the Parties shall update the JDC as to such Pivotal MAY Compound Process Development Cost is reconciled Costs incurred through the date of such JDC meeting. ImmunoGen shall keep complete and accurate records of associated Pivotal MAY Compound Process Development Costs in accordance with Section 5.2 sufficient detail to inspect or audit, or allow the accuracy of the payments hereunder to appoint, be confirmed. Biotest shall have the right to appoint at its expense, expense an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ ImmunoGen to inspect or audit, audit the relevant records of ▇▇▇▇▇▇ ImmunoGen and its Affiliates to verify that the amount of such Pivotal MAY Compound Process Development Costs was correctly determined. ▇▇▇▇▇▇ ImmunoGen and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from EnantaBiotest, solely to verify that Pivotal MAY Compound Process Development Costs hereunder were correctly determined; provided that Enanta . Such inspection or audit right shall not have the right to inspect or audit be exercised by Biotest more than once in any Calendar Year more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month periodYear. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇ImmunoGen. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Pivotal MAY Compound Process Development Costs reported by ▇▇▇▇▇▇ ImmunoGen hereunder, (a) if the amount of Pivotal MAY Compound Process Development Costs was over-reported, ▇▇▇▇▇▇ ImmunoGen shall promptly (but in any event no later than [***] ([**] *]) days after ▇▇▇▇▇▇’▇ the ImmunoGen's receipt of the independent accountant’s 's report so concluding) make payment to Enanta Biotest of the over-reported amount owed to Biotest, and (b) if the amount of Pivotal MAY Compound Process Development Costs was underreported, Enanta Biotest shall promptly (but in any event no later than [***] ([**] *]) days after Enanta’s Biotest's receipt of the independent accountant’s 's report so concluding) make payment to ▇▇▇▇▇▇ ImmunoGen of the underreported amountamount owed to ImmunoGen. Enanta Biotest shall bear the full cost of such audit unless such audit discloses an over-over reporting by ▇▇▇▇▇▇ ImmunoGen of more than [***] [***] ([***]) of the aggregate amount of Pivotal MAY Compound Process Development Costs reportable in any Calendar Year, in which case ▇▇▇▇▇▇ ImmunoGen shall reimburse Enanta Biotest for all costs incurred by Enanta Biotest in connection with such inspection or audit.

Records; Audit Rights. ▇▇▇▇▇▇ Affini-T and its Affiliates and Sublicensees involved in booking sales of the Licensed Product shall keep and maintain for [*****] years from the end of the Calendar Year in which Net Sales occurred (the “Retention Period”) complete and accurate records of Development Costs incurred with respect to Cogross sales and Net Sales by, as applicable, Affini-Developed Products T and its Affiliates and Sublicensees of each Licensed Product, in sufficient detail to allow confirmation of same by Enantaroyalties to be determined accurately. Enanta Metagenomi shall have the right for a period of [*****] years after such Development Cost is reconciled in accordance with Section 5.2 during the applicable Retention Period to inspect or audit, or to appoint, appoint at its expense, an expense a nationally recognized independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ Affini-T to inspect or audit, audit the relevant records of ▇▇▇▇▇▇ Affini-T and its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. ▇▇▇▇▇▇ Affini-T and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such nationally recognized independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta shall not have the right to inspect or audit any Calendar Year more than [*****] ]written notice from Metagenomi. Such audit right shall not be exercised by Metagenomi more than once in any Calendar Year or more than [*****] years after the end once with respect to sales of such Calendar Year or to conduct more than [*****] a particular Licensed Product in a particular period and such audit in any [*****] month periodshall not unreasonably interfere with or impede Affini-T’s or its Affiliate’s or sublicensee’s business operations. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇. Affini-T. The results of each inspection or audit, if any, shall be provided to and are binding on both PartiesParties absent manifest error; provided, that, Affini-T shall be provided an opportunity to discuss the findings of any such audit with the auditor prior to disclosure of the results thereof to Metagenomi. In the event there was an error in the amount of Development Costs reported underpayment by ▇▇▇▇▇▇ ▇-T hereunder, (a) if the amount of Development Costs was overAffini-reported, ▇▇▇▇▇▇ T shall promptly (but in any event no later than [*****] days after ▇▇▇▇▇▇’▇ Affini-T’s receipt of the independent accountant’s report so concluding) make payment to Enanta Metagenomi of any shortfall. Metagenomi shall bear the full cost of such audit unless such audit discloses an underreporting by Affini-T of [***] or at least [***] of the over-reported amount and (b) if the aggregate amount of Development Costs royalties payable in any Calendar Year, in which case Affini-T shall reimburse Metagenomi for [***]. In the event there was underreportedan overpayment by Affini-T hereunder, Enanta Affini-T may, at its discretion, credit such overpayment in the next royalty payment or request Metagenomi to and Metagenomi shall promptly (but in any event no later than [*****] days after EnantaMetagenomi’s receipt of the independent accountant’s report so concluding) make payment repayment to ▇▇▇▇▇▇ Affini-T of the underreported amount. Enanta shall bear the full cost of any such audit unless such audit discloses an over-reporting by ▇▇▇▇▇▇ of more than [*****] of the aggregate amount of Development Costs reportable in any Calendar Year, in which case ▇▇▇▇▇▇ shall reimburse Enanta for all costs incurred by Enanta in connection with such inspection or auditoverage.

Records; Audit Rights. ▇▇▇▇▇▇ Each Party shall keep and maintain for [* (*) years, or such other period of time as required by Applicable Laws if longer than * (****] years ) years, complete and accurate records of Shared Development Costs incurred with respect to Co-Developed Licensed Products in sufficient detail to allow confirmation of same by Enantathe JSC and the other Party. Enanta Each Party (the “Cost Auditing Party”) shall have the right for a period of [* (*) years, or such other period of time as required by Applicable Laws if longer than * (****] years ) years, after such Shared Development Cost is reconciled in accordance with Section 5.2 3.11.2(a) to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ the other Party (the “Cost Audited Party”) to inspect or audit, audit the relevant records of ▇▇▇▇▇▇ the Cost Audited Party and its Affiliates to verify that the amount of such Development Costs was correctly determined. ▇▇▇▇▇▇ The Cost Audited Party and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta the Cost Auditing Party. Such audit right shall not have be exercised by the right to inspect or audit Cost Auditing Party more than once in any Calendar Year and the records of Shared Development Costs for a given period may not be audited more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month periodonce. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇the Cost Audited Party. The results of each inspection or audit, if any, shall be binding on both PartiesParties absent manifest error. In the event there was an error in the amount of Shared Development Costs reported by ▇▇▇▇▇▇ the Cost Audited Party hereunder, (a) if the amount of Shared Development Costs was over-over reported, ▇▇▇▇▇▇ the Cost Audited Party shall promptly (but in any event no later than [* (*****] ) days after ▇▇▇▇▇▇’▇ the Cost Audited Party’s receipt of the independent accountant’s report so concluding) make payment to Enanta the Cost Auditing Party of the overCost Audited Party’s Cost-Sharing Percentage of over reported amount and (b) if the amount of Shared Development Costs was underreported, Enanta the Cost Auditing Party shall promptly (but in any event no later than [* (*****] ) days after Enantathe Cost Auditing Party’s receipt of the independent accountant’s report so concluding) make payment to ▇▇▇▇▇▇ the Cost Audited Party of the Cost Audited Party’s Cost-Sharing Percentage of underreported amount. Enanta The Cost Auditing Party shall bear the full cost of such audit unless such audit discloses an over-over reporting by ▇▇▇▇▇▇ the Cost Audited Party of more than [* percent (*****] %) of the aggregate amount of Shared Development Costs reportable in any Calendar Year, in which case ▇▇▇▇▇▇ the Cost Audited Party shall reimburse Enanta the Cost Auditing Party for all costs incurred by Enanta the Cost Auditing Party in connection with such inspection or audit.

Records; Audit Rights. ▇▇▇▇▇▇ DS and its Affiliates and Sublicensees shall keep and maintain for [* (*) years, or such other period of time as required by Applicable Laws if longer than * (****] years ) years, from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Co-Developed Products gross sales and Net Sales by DS and its Affiliates and Sublicensees of each Licensed Product, in sufficient detail to allow confirmation of same by Enantaroyalties to be determined accurately. Enanta ARQULE shall have the right for a period of [* (*****] years after such Development Cost is reconciled in accordance with Section 5.2 to inspect or audit) years, or such other period of time as required by Applicable Laws if longer than * (*) years, after receiving any such payment to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ DS to inspect or audit, audit the relevant records of ▇▇▇▇▇▇ DS and its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. ▇▇▇▇▇▇ DS and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable * (*) days written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta ARQULE. Such audit right shall not have the right to inspect or audit be exercised by ARQULE more than once in any Calendar Year more than [*****] or more than [*****] years after the end once with respect to sales of such Calendar Year or to conduct more than [*****] such audit a particular Licensed Product in any [*****] month a particular period. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇DS. The results of each inspection or audit, if any, shall be binding on both PartiesParties absent manifest error. In the event there was an error in the amount of Development Costs reported underpayment by ▇▇▇▇▇▇ DS hereunder, (a) if the amount of Development Costs was over-reported, ▇▇▇▇▇▇ DS shall promptly (but in any event no later than [* (*****] ) days after ▇▇▇▇▇▇’▇ DS’s receipt of the independent accountant’s report so concluding) make payment to Enanta ARQULE of any shortfall. Should the over-reported amount and (b) if audit lead to the discovery of a discrepancy to DS’s detriment, then DS may credit the amount of Development Costs was underreported, Enanta shall promptly (but in the discrepancy without interest against any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment future payments due to ▇▇▇▇▇▇ of the underreported amountARQULE under Section 4.3.1. Enanta ARQULE shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by ▇▇▇▇▇▇ DS of more than [* percent (*****] %) of the aggregate amount of Development Costs reportable royalties payable in any Calendar Year, in which case ▇▇▇▇▇▇ DS shall reimburse Enanta ARQULE for all costs incurred by Enanta ARQULE in connection with such inspection or audit.

Records; Audit Rights. ▇▇▇▇▇▇ Biotest and its Affiliates and Sublicensees shall keep and maintain for [***] ([**] *]) years from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Co-Developed Products their respective Commercialization Expenses, as well as all gross sales and Net Sales by Biotest and its Affiliates and Sublicensees of each Licensed Product, in sufficient detail to allow confirmation royalties to be determined accurately and ImmunoGen and its Affiliates and Sublicensees shall keep and maintain for [***] ([***]) years from the date of same by Enantaeach payment of Net Income Payments complete and accurate records of its Commercialization Expenses, as well as all gross sales and Net Sales of each Co-Developed Product in sufficient detail to allow Net Income Payments to be determined accurately. Enanta Each Party shall have the right for a period of [***] ([**] *]) years after receiving any such Development Cost is reconciled in accordance with Section 5.2 payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ the other Party to inspect or audit, audit the relevant records of ▇▇▇▇▇▇ and such Party, its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. ▇▇▇▇▇▇ and The Audited Party, its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enantathe Auditing Party, solely to verify that Development Costs Commercialization Expenses, royalty and Net Income payments hereunder were correctly accounted for or determined; provided that Enanta . Such inspection or audit right shall not have be exercised by the right to inspect or audit Auditing Party more than once in any Calendar Year more than [*****] or more than [*****] years after the end once with respect to sales of such Calendar Year or to conduct more than [*****] such audit a particular Licensed Product in any [*****] month a particular period. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇the Audited Party. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in underpayment by the amount of Development Costs reported by ▇▇▇▇▇▇ Audited Party hereunder, (a) if the amount of Development Costs was over-reported, ▇▇▇▇▇▇ Audited Party shall promptly (but in any event no later than [***] ([**] *]) days after ▇▇▇▇▇▇’▇ the Audited Party’s receipt of the independent accountant’s report so concluding) make payment to Enanta the Auditing Party of any shortfall. In the over-reported amount and (b) if event that there was an overpayment by the amount of Development Costs was underreportedAudited Party hereunder, Enanta the Auditing Party shall promptly (but in any event no later than [***] ([**] *]) days after Enantathe Auditing Party’s receipt of the independent accountant’s report so concluding) make payment refund to ▇▇▇▇▇▇ of the underreported Audited Party the excess amount. Enanta The Auditing Party shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by ▇▇▇▇▇▇ the Audited Party of more than [***] percent ([**] *]%) of the aggregate amount of Development Costs reportable royalties or Net Income Payments payable, or Commercialization Expenses allocable, in any Calendar Year, in which case ▇▇▇▇▇▇ the Audited Party shall reimburse Enanta the Auditing Party for all costs incurred by Enanta the Auditing Party in connection with such inspection or audit.

Records; Audit Rights. ▇▇▇▇▇▇ Each Party shall keep and maintain for [***] ([**] *]) years complete and accurate records of Co-Development Costs incurred with respect to Co-Developed Licensed Products in sufficient detail to allow confirmation of same by Enantathe JFC. Enanta Each Party shall have the right for a period of [***] ([**] *]) years after such Development Cost is reconciled in accordance with Section 5.2 5.2.1 to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ the other Party to inspect or audit, audit the relevant records of ▇▇▇▇▇▇ the other Party and its Affiliates to verify that the amount of such Co-Development Costs was correctly determined. ▇▇▇▇▇▇ The Audited Party and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enantathe Auditing Party, solely to verify that Co-Development Costs hereunder were correctly determined; provided that Enanta . Such inspection or audit right shall not have be exercised by the right to inspect or audit Auditing Party more than once in any Calendar Year more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month periodYear. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇the Audited Party. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Co-Development Costs reported by ▇▇▇▇▇▇ the Audited Party hereunder, (a) if the amount of Co-Development Costs was over-reported, ▇▇▇▇▇▇ the Audited Party shall promptly (but in any event no later than [***] ([**] *]) days after ▇▇▇▇▇▇’▇ the Audited Party's receipt of the independent accountant’s 's report so concluding) make payment to Enanta the Auditing Party of a percentage of the over-reported amount consistent with the equal sharing of Development Costs and (b) if the amount of Co-Development Costs was underreported, Enanta the Auditing Party shall promptly (but in any event no later than [***] ([**] *]) days after Enanta’s the Auditing Party's receipt of the independent accountant’s 's report so concluding) make payment to ▇▇▇▇▇▇ the Audited Party of a percentage of the underreported amountamount consistent with the equal sharing of Development Costs. Enanta The Auditing Party shall bear the full cost of such audit unless such audit discloses an over-over reporting by ▇▇▇▇▇▇ the Audited Party of more than [***] [***] ([***]) of the aggregate amount of Co-Development Costs reportable in any Calendar Year, in which case ▇▇▇▇▇▇ the Audited Party shall reimburse Enanta the Auditing Party for all costs incurred by Enanta the Auditing Party in connection with such inspection or audit.

Records; Audit Rights. ▇▇▇▇▇▇ ARQULE shall keep and maintain for [* (*) years, or such other period of time as required by Applicable Laws if longer than * (****] years ) years, complete and accurate records of Development Costs incurred with respect to Co-Developed Licensed Products in sufficient detail to allow confirmation of same by Enantathe JEC and DS. Enanta DS shall have the right for a period of [* (*) years, or such other period of time as required by Applicable Laws if longer than * (****] years ) years, after such Development Cost Costs is reconciled in accordance with Section 5.2 3.11.2(a) to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ ARQULE to inspect or audit, audit the relevant records of ▇▇▇▇▇▇ ARQULE and its Affiliates to verify that the amount of such Development Costs was correctly determined. ▇▇▇▇▇▇ ARQULE and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable * (*) days written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta the DS. Such audit right shall not have the right to inspect or audit be exercised by DS more than once in any Calendar Year and the records of Development Costs for a given period may not be audited more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month periodonce. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇ARQULE. The results of each inspection or audit, if any, shall be binding on both PartiesParties absent manifest error. In the event there was an error in the amount of Development Costs reported by ▇▇▇▇▇▇ ARQULE hereunder, (a) if the amount of Development Costs was over-over reported, ▇▇▇▇▇▇ ARQULE shall promptly (but in any event no later than [* (*****] ) days after ▇▇▇▇▇▇’▇ ARQULE’s receipt of the independent accountant’s report so concluding) make payment to Enanta DS of the over-reported portion of the Development Costs that were reimbursed by DS to ARQULE that were in excess of the actual amount of Development Costs incurred by ARQULE and (b) if the amount of Development Costs was underreported, Enanta DS shall promptly (but in any event no later than [* (*****] ) days after Enantathe DS’s receipt of the independent accountant’s report so concluding) make payment to ▇▇▇▇▇▇ ARQULE of the underreported amountadditional portion of the Development Costs that were not previously paid by DS to ARQULE. Enanta DS shall bear the full cost of such audit unless such audit discloses an over-over reporting by ▇▇▇▇▇▇ ARQULE of more than [* percent (*****] %) of the aggregate amount of the Development Costs reportable in any Calendar Year, in which case ▇▇▇▇▇▇ ARQULE shall reimburse Enanta DS for all costs incurred by Enanta DS in connection with such inspection or audit.

Records; Audit Rights. ▇▇▇▇▇▇ and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment complete and accurate records of Development Costs incurred with respect to Co-Developed Products gross sales and Net Sales by ▇▇▇▇▇▇ and its Affiliates and Sublicensees of each Product, in sufficient detail to allow confirmation of same by EnantaRoyalty Payments, Operating Income Payments and Sublicense Income Payments to be determined accurately. Enanta shall have the right for a period of [*****] years after receiving any such Development Cost is reconciled in accordance with Section 5.2 payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ to inspect or audit, audit the relevant records of ▇▇▇▇▇▇ and its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. ▇▇▇▇▇▇ and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Development Costs hereunder Royalty Payments and Sublicense Income Payments were correctly accounted for or determined; provided that . Enanta shall not have the right to inspect exercise such inspection or audit any Calendar Year more than right [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month period]. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported underpayment by ▇▇▇▇▇▇ hereunder, (a) if the amount of Development Costs was over-reported▇, ▇▇▇▇▇▇ shall promptly (but in any event no later than [*****] days after ▇▇▇▇▇▇’▇ receipt of the independent accountant’s report so concluding) make payment to Enanta of any shortfall, together with the over-reported amount and (b) if interest payment as provided in Section 6.5.5. In the amount of Development Costs event that there was underreportedan overpayment by ▇▇▇▇▇▇, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment refund to ▇▇▇▇▇▇ of the underreported excess amount. Enanta shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by ▇▇▇▇▇▇ of more than [*****] of the aggregate amount of Development Costs reportable Royalty Payment or Sublicense Income Payments payable in any Calendar Year, in which case ▇▇▇▇▇▇ shall reimburse Enanta for all costs incurred by Enanta in connection with such inspection or audit.

Records; Audit Rights. ▇▇▇▇▇▇ ILDONG and its Affiliates, Sublicensees and Distributors shall keep and maintain for [*****] three (3) years from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Co-Developed Products gross sales and Net Sales by ILDONG and its Affiliates, Sublicensees and Distributors of each Product, in sufficient detail to allow confirmation of same by Enantaroyalties to be accurately determined. Enanta SUBLICENSOR shall have the right for a period of [*****] three (3) years after receiving any such Development Cost is reconciled in accordance with Section 5.2 royalty payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ ILDONG to inspect or audit, audit the relevant records of ▇▇▇▇▇▇ ILDONG and its Affiliates Affiliates, Sublicensees and Distributors to verify that the amount of each such Development Costs payment was correctly determined; provided, that, (a) if requested by ILDONG, SUBLICENSOR shall cause the independent certified public accountant to enter into a confidentiality agreement reasonably acceptable to ILDONG and (b) such independent certified public accountant may only disclose to SUBLICENSOR whether the royalties paid are correct and the details with respect to any discrepancies. ▇▇▇▇▇▇ ILDONG and its Affiliates Affiliates, Sublicensees and Distributors shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta SUBLICENSOR. Such audit right shall not have the right to inspect or audit be exercised by SUBLICENSOR more than once in any Calendar Year more than [*****] or more than [*****] years after the end once with respect to sales of such Calendar Year or to conduct more than [*****] such audit a particular Product in any [*****] month a particular period. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇ILDONG. The results of each inspection or audit, if any, shall be binding on both PartiesParties absent manifest error. In the event there was an error in the amount underpayment of Development Costs reported royalties by ▇▇▇▇▇▇ ILDONG hereunder, (a) if the amount of Development Costs was over-reported, ▇▇▇▇▇▇ ILDONG shall promptly (but in any event no later than [*****] thirty (30) days after ▇▇▇▇▇▇’▇ ILDONG’s receipt of the independent accountant’s report so concluding) make payment to Enanta SUBLICENSOR of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to ▇▇▇▇▇▇ of the underreported amountshortfall. Enanta SUBLICENSOR shall bear the full cost of such audit unless such audit discloses an over-reporting underpayment by ▇▇▇▇▇▇ ILDONG of * percent (*%) or more than [*****] of the aggregate amount of Development Costs reportable royalties payable in any Calendar Year, in which case ▇▇▇▇▇▇ ILDONG shall reimburse Enanta SUBLICENSOR for all costs incurred by Enanta SUBLICENSOR in connection with such inspection or audit.

Records; Audit Rights. ▇▇▇▇▇▇ MERCK and its Affiliates and Sublicensees shall keep and maintain for [***] ([**] *]) years from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Co-Developed Products gross sale and Net Sales by MERCK and its Affiliates and Sublicensees of each Product, in sufficient detail to allow confirmation of same by Enantaroyalties to be determined accurately. Enanta ARIAD shall have the right for a period of [***] ([**] *]) years after receiving any such Development Cost is reconciled in accordance with Section 5.2 payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ MERCK to inspect or audit, the relevant records of ▇▇▇▇▇▇ MERCK and its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. ▇▇▇▇▇▇ MERCK and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta ARIAD. Such audit right shall not have the right to inspect or audit be exercised by ARIAD more than once in any Calendar Year more than [*****] or more than [*****] years after the end once with respect to sales of such Calendar Year or to conduct more than [*****] such audit a particular Product in any [*****] month a particular period. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇MERCK. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported underpayment by ▇▇▇▇▇▇ MERCK hereunder, (a) if the amount of Development Costs was over-reported, ▇▇▇▇▇▇ shall promptly (but in any event no later than [*****] thirty (30) days after ▇▇▇▇▇▇’▇ MERCK’s receipt of the independent accountant’s report so concluding) make payment to Enanta ARIAD of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to ▇▇▇▇▇▇ of the underreported amountshortfall. Enanta ARIAD shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by ▇▇▇▇▇▇ MERCK of more than the greater of [***] percent ([**] *]%) of the aggregate amount of Development Costs reportable royalties payable in any Calendar YearYear or $[***], in which case ▇▇▇▇▇▇ MERCK shall reimburse Enanta ARIAD for all costs incurred by Enanta ARIAD in connection with such inspection or audit.

Records; Audit Rights. ▇▇▇▇▇▇ MERCK and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Cogross sale and Net Sales by MERCK and its Affiliates and Sublicensees of each Royalty-Developed Products Bearing Product, in sufficient detail to allow confirmation of same by Enantaroyalties to be determined accurately. Enanta ARIAD shall have the right for a period of [*****] years after receiving any such Development Cost is reconciled in accordance with Section 5.2 payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ MERCK to inspect or audit, the relevant records of ▇▇▇▇▇▇ MERCK and its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. ▇▇▇▇▇▇ MERCK and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta ARIAD. Such audit right shall not have the right to inspect or audit be exercised by ARIAD more than once in any Calendar Year more than [*****] or more than [*****] years after the end once with respect to sales of such Calendar Year or to conduct more than [*****] such audit a particular Product in any [*****] month a particular period. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇MERCK. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported underpayment by ▇▇▇▇▇▇ MERCK hereunder, (a) if the amount of Development Costs was over-reported, ▇▇▇▇▇▇ shall promptly (but in any event no later than [*****] thirty (30) days after ▇▇▇▇▇▇’▇ MERCK’s receipt of the independent accountant’s report so concluding) make payment to Enanta the ARIAD of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to ▇▇▇▇▇▇ of the underreported amountshortfall. Enanta ARIAD shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by ▇▇▇▇▇▇ MERCK of more than the greater of [***] percent ([**] *]%) of the aggregate amount of Development Costs reportable royalties payable in any Calendar YearYear or $[***], in which case ▇▇▇▇▇▇ MERCK shall reimburse Enanta ARIAD for all costs incurred by Enanta ARIAD in connection with such inspection or audit.

Records; Audit Rights. ▇▇▇▇▇▇ “[***]” shall, and shall cause its Affiliates and permitted Sublicensees to, keep and maintain for [*****] three (3) years from the date of each payment under Section 4.5.1(a) (Royalty Rate) complete and accurate records of Development Costs incurred with respect to Co-Developed Products gross sales and Net Sales of each Collaboration Product by “[***]”, its Affiliates and its permitted Sublicensees, in sufficient detail to allow confirmation of same by Enantathe payments owing under Section 4.5.1(a) (Royalty Rate) to be determined accurately. Enanta Intec Pharma shall have the right for a period of [*****] three (3) years after receiving any such Development Cost is reconciled in accordance with Section 5.2 to inspect or audit, or payment to appoint, at its expense, an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ “[***]”, to inspect or audit, audit the relevant records of ▇▇▇▇▇▇ “[***]”, its Affiliates and its Affiliates permitted Sublicensees in order to verify that the amount of such Development Costs payment was correctly determined. ▇▇▇▇▇▇ “[***]”, its Affiliates and its Affiliates permitted Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta Intec Pharma. Such audit right shall not have the right to inspect or audit be exercised by Intec Pharma more than once in any Calendar Year more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month periodYear. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇“[***]”. The results of each inspection or audit, if any, shall be binding on both Parties. In the event If such independent certified public accountant correctly concludes that there was an error in the amount of Development Costs reported underpayment by ▇▇▇▇▇▇ “[***]” hereunder, (a) if the amount of Development Costs was over-reported, ▇▇▇▇▇▇ “[***]” shall promptly (but in any event no later than [*****] forty-five (45) days after ▇▇▇▇▇▇’▇ Intec Pharma’s receipt of the independent accountant’s report so concluding) make payment to Enanta Intec Pharma of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to ▇▇▇▇▇▇ of the underreported amountshortfall. Enanta Intec Pharma shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by ▇▇▇▇▇▇ of more than “[*****] ]” or its Affiliates or permitted Sublicensees of five percent (5%) of the aggregate amount of Development Costs reportable royalties payable in any Calendar Year, in which case ▇▇▇▇▇▇ “[***]” shall reimburse Enanta Intec Pharma for all costs incurred by Enanta Intec Pharma in connection with such inspection or audit. NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION (“COMMISSION”). SUCH PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION AND ARE MARKED WITH A “[***]” IN PLACE OF THE REDACTED LANGUAGE.

Records; Audit Rights. ▇▇▇▇▇▇ AMBION and its Affiliates and Sublicensees shall keep and maintain for [*****] three (3) years from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Co-Developed Products their respective gross sales and Net Sales by AMBION and its Affiliates and Sublicensees in sufficient detail to allow confirmation of same by Enantaroyalties to be determined accurately. Enanta ROSETTA shall have the right for a period of [*****] three (3) years after receiving any such Development Cost is reconciled in accordance with Section 5.2 payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ AMBION to inspect or audit, the audit he relevant records of ▇▇▇▇▇▇ AMBION and its Affiliates and Sublicensees solely to verify that the amount of such Development Costs payment was correctly determined. ▇▇▇▇▇▇ and AMBION, its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from EnantaROSETTA, solely to verify that Development Costs royalty payments hereunder were correctly announced for or determined; provided that Enanta . Such inspection or audit right shall not have the right to inspect or audit be exercised by ROSETTA more than once in any Calendar Year more than [*****] or more than [*****] years after the end once with respect to sales of such Calendar Year a particular Collaboration product or to conduct more than [*****] such audit Collaboration Service in any [*****] month a particular period, whichever is less frequent. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇AMBION and, at AMBION’s request, the accountant shall enter into a confidentiality agreement with both Parties substantially similar to Section 4.1 limiting the disclosure and use of such information. The results result of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported underpayment by ▇▇▇▇▇▇ AMBION hereunder, (a) if the amount of Development Costs was over-reported, ▇▇▇▇▇▇ AMBION shall promptly (but in any event no later than [*****] thirty (30) days after ▇▇▇▇▇▇’▇ receipt of the independent accountant’s report so concluding) make payment to Enanta of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after EnantaAMBION’s receipt of the independent accountant’s report so concluding) make payment to ▇▇▇▇▇▇ ROSETTA of any shortfall. In the event that there was an overpayment by AMBION’s hereunder, ROSETTA shall promptly (but in any event no later than thirty (30) days after ROSETTA’s receipt of the underreported independent accountant’s report so concluding) refund to AMBION the excess amount. Enanta ROSETTA shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by ▇▇▇▇▇▇ AMBION of more than [***] percent ([**] *]%) of the aggregate amount of Development Costs reportable royalties payable in any Calendar Year, in which case ▇▇▇▇▇▇ AMBION shall reimburse Enanta ROSETTA for all costs incurred by Enanta ROSETTA in connection with such inspection or audit.

Records; Audit Rights. ▇▇▇▇▇▇ ILDONG and its Affiliates, Sublicensees and Distributors shall keep and maintain for [*****] three (3) years from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Co-Developed Products gross sales and Net Sales by ILDONG and its Affiliates, Sublicensees and Distributors of each Product, in sufficient detail to allow confirmation of same by Enantaroyalties to be accurately determined. Enanta SUBLICENSOR shall have the right for a period of [*****] three (3) years after receiving any such Development Cost is reconciled in accordance with Section 5.2 royalty payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ ILDONG to inspect or audit, audit the relevant records of ▇▇▇▇▇▇ ILDONG and its Affiliates Affiliates, Sublicensees and Distributors to verify that the amount of each such Development Costs payment was correctly determined; provided, that, (a) if requested by ILDONG, SUBLICENSOR shall cause the independent certified public accountant to enter into a confidentiality agreement reasonably acceptable to ILDONG and (b) such independent certified public accountant may only disclose to SUBLICENSOR whether the royalties paid are correct and the details with respect to any discrepancies. ▇▇▇▇▇▇ ILDONG and its Affiliates Affiliates, Sublicensees and Distributors shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta SUBLICENSOR. Such audit right shall not have the right to inspect or audit be exercised by SUBLICENSOR more than once in any Calendar Year more than [*****] or more than [*****] years after the end once with respect to sales of such Calendar Year or to conduct more than [*****] such audit a particular Product in any [*****] month a particular period. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇ILDONG. The results of each inspection or audit, if any, shall be binding on both PartiesParties absent manifest error. In the event there was an error in the amount underpayment of Development Costs reported royalties by ▇▇▇▇▇▇ ILDONG hereunder, (a) if the amount of Development Costs was over-reported, ▇▇▇▇▇▇ ILDONG shall promptly (but in any event no later than [*****] thirty (30) days after ▇▇▇▇▇▇’▇ ILDONG’s receipt of the independent accountant’s report so concluding) make payment to Enanta SUBLICENSOR of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to ▇▇▇▇▇▇ of the underreported amountshortfall. Enanta SUBLICENSOR shall bear the full cost of such audit unless such audit discloses an over-reporting underpayment by ▇▇▇▇▇▇ ILDONG of * percent (*%) or more than [*****] of the aggregate amount of Development Costs reportable royalties payable in any Calendar Year, in which case ▇▇▇▇▇▇ ILDONG shall reimburse Enanta SUBLICENSOR for all costs incurred by Enanta SUBLICENSOR in connection with such inspection or audit. * Confidential material redacted and filed separately with the Commission.

Records; Audit Rights. ▇▇▇▇▇▇ (a) Lilly shall, and shall cause its Affiliates and its and their Sublicensees to, keep materially complete and maintain for accurate financial books and records pertaining to the commercialization of Products hereunder, including books and records of Net Sales of Products, in sufficient detail to calculate and verify all amounts payable hereunder. Lilly shall, and shall cause its Affiliates and its and their Sublicensees to, retain such books and records until the latest of (a) [*****] years complete and accurate records of Development Costs incurred with respect to Co-Developed Products in sufficient detail to allow confirmation of same by Enanta. Enanta shall have the right for a period of ([*****] ]) years after the end of the period to which such Development Cost is reconciled in accordance with Section 5.2 to inspect books and records pertain, (b) the expiration of the applicable tax statute of limitations (or auditany extensions thereof) and (c) for such period as may be required by Applicable Law. (b) During the Term, or to appoint, at its expense, an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ to inspect or audit, the relevant records of ▇▇▇▇▇▇ and its Affiliates to verify that the amount of such Development Costs was correctly determined. ▇▇▇▇▇▇ and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta Aduro shall not have the right to inspect or audit any Calendar Year more than [*****] ], have the right to have Lilly’s independent certified public accountants, or more than an independent auditor designated by Aduro from among one of the internationally recognized accounting firms known as KPMG, Deloitte, PricewaterhouseCoopers or Ernst & Young (i.e., the “Big 4” global accounting firms) (the “Auditor”), inspect Lilly’s records for [*****] years after prior to the end of such Calendar Year or to conduct in which the audit request is made, for the purpose of determining the accuracy of royalty payments. No period will be audited more than once. Aduro shall submit an audit plan, including audit scope, to Lilly [*****] ], prior to audit implementation. The Auditor shall keep confidential any information obtained during such audit in any inspection and shall report to Aduro and Lilly only the amounts of net sales and royalties due and payable. If determined that additional royalties are owed, or that royalties were overpaid, during such period, Lilly will pay Aduro the additional royalties, or Aduro will pay Lilly the overpaid royalties, within [*****] month period. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported by ▇▇▇▇▇▇ hereunder, (a) if the amount of Development Costs was over-reported, ▇▇▇▇▇▇ shall promptly (but in any event no later than [*****] ]) days after ▇▇▇▇▇▇’▇ receipt of the independent accountantdate the Auditor’s written report so concluding) make payment to Enanta of is received by the over-reported amount and (b) if paying party. The fees charged by the amount of Development Costs was underreportedAuditor will be paid by Aduro, Enanta shall promptly (but in unless any event no later than additional royalties owed exceed [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to ▇▇▇▇▇▇ of the underreported amount. Enanta shall bear the full cost of such audit unless such audit discloses an over-reporting by ▇▇▇▇▇▇ of more than percent ([***]%) and [***] U.S. dollars ($[***]) of the aggregate amount of Development Costs reportable in any Calendar Yearroyalties paid for the royalty period subject to audit, in which case ▇▇▇▇▇▇ shall reimburse Enanta for all costs incurred by Enanta in connection with such inspection or auditLilly will pay the fees of the Auditor.

Records; Audit Rights. ▇▇▇▇▇▇ shall (a) Seller will, and will cause its Affiliates to, consistent with their respective internal financial control and reporting practices and procedures, keep and maintain for [*****] years complete and accurate records of Development Costs incurred with respect to Co-Developed Products in sufficient detail to allow confirmation of same by Enanta. Enanta shall have the right maintain, for a period of [***] from the end of an applicable [***], accounts and records of all data reasonably required to verify calculations and related payments of Scheduled Quarterly Amounts, to verify and calculate the amounts to be paid to Purchaser under this Agreement, and to verify the expenses for which the Purchase Price proceeds were used. Seller shall also cause any counterparty to any out-license or sub-license of the Seller or the Seller’s Affiliates to prepare and maintain reasonably complete and accurate records of the information to be used in calculating Scheduled Quarterly Amounts and the expenses for which the Purchase Price proceeds were used, if any. (b) During the Term and for [***] years after such Development Cost is reconciled thereafter, during normal business hours and upon at least [***] prior written notice to Seller, but no more frequently than one time per [***] without cause, as determined by Purchaser in accordance its reasonable discretion, and no more than one time with Section 5.2 respect to inspect or each Calendar Quarter during the Payment Period, Purchaser has the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. right to audit, or to appoint, at its expense, through an independent certified public accountant reasonably selected by Purchaser and acceptable to ▇▇▇▇▇▇ Seller (which acceptance will not be unreasonably withheld, conditioned or delayed), those accounts and records of Seller and Seller’s Affiliates as may be reasonably necessary to inspect verify the accuracy of the Quarterly Reports and the amounts received by Purchaser or the use of Purchase Price proceeds (provided, however, that, prior to conducting any such audit, the relevant records of ▇▇▇▇▇▇ such accountant will have entered into a confidentiality agreement in form and its Affiliates substance reasonably satisfactory to verify that the amount of such Development Costs was correctly determinedSeller). ▇▇▇▇▇▇ and its Affiliates shall each make its records available for inspection or audit by such Purchaser’s independent certified public accountant will keep confidential all information obtained during regular business hours at such place audit and will issue a written report to Purchaser and to Seller with only: (i) the actual amount of Net Sales made during the [***] in question, (ii) the resulting over- or places where under-payment of Scheduled Quarterly Amounts to Purchaser that occurred during, the [***] in question; and (iii) the details of any discrepancies between the Scheduled Quarterly Amounts that were paid and the Scheduled Quarterly Amounts that should have been paid. The determination of the actual amount of Scheduled Quarterly Amounts to be paid to Purchaser under this Agreement with respect to any [***] will be binding and conclusive on the Parties upon the expiration of [***] following the end of such records are customarily kept[***], unless an audit of such [***] has been initiated before the expiration of such [***] period and is on-going, in which case, such determination will be binding and conclusive on the Parties upon reasonable notice from Enantacompletion of such audit. Without limiting the generality of the preceding sentence, in the event that the Parties dispute the results of any audit performed pursuant to this Section 2.3, then the Parties shall, within [***], agree upon a nationally recognized U.S. independent auditor who has no engagement with either of the Parties within the prior [***], to review the results of the audit and the calculations and data of Seller. The designated independent auditor shall make a binding determination on the Parties by selecting the results of one of the Parties, without adjustment or compromise. The costs and expenses of the engagement of the independent auditor selected to resolve the dispute will be allocated in accordance with Section 2.3(c) below. (c) Purchaser is solely to verify responsible for all the expenses of the independent certified accountant, unless the independent certified public accountant’s report shows any underpayment by Seller exceeding [***] of the payment it owed Purchaser for any of the [***] then being reviewed. If the independent certified public accountant’s report shows that Development Costs hereunder were correctly determined; provided that Enanta shall not have the right to inspect or audit any Calendar Year Seller underpaid by more than [*****] or more than [*****] years after ], Seller is responsible for the end reasonable expenses incurred by Purchaser for the independent certified public accountant’s services. Any payment owed by one Party to another as a result of such Calendar Year or to conduct more than [*****] such audit in any [*****] month period. All records made available for inspection or the audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported by ▇▇▇▇▇▇ hereunder, (a) if the amount of Development Costs was over-reported, ▇▇▇▇▇▇ shall promptly (but in any event no later than made within [*****] days after ▇▇▇▇▇▇’▇ receipt of the independent accountant’s report so concluding) make payment to Enanta of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to ▇▇▇▇▇▇ of the underreported amount. Enanta shall bear the full cost of such audit unless such audit discloses an over-reporting by ▇▇▇▇▇▇ of more than [*****] of the aggregate amount receipt of Development Costs reportable the audit report, free and clear of any and all Encumbrances. In addition, any payment under this Section 2.3 shall bear interest in any Calendar Year, in which case ▇▇▇▇▇▇ shall reimburse Enanta for all costs incurred by Enanta in connection accordance with such inspection or auditSection 2.4.

Records; Audit Rights. ▇▇▇▇▇▇ Each Party shall keep and maintain for [***] ([**] *]) years complete and accurate records of Co-Development Costs incurred with respect to Co-Developed Licensed Products in sufficient detail to allow confirmation of same by Enantathe JFC. Enanta Each Party Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. shall have the right for a period of [***] ([**] *]) years after such Development Cost is reconciled in accordance with Section 5.2 5.2.1 to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ the other Party to inspect or audit, audit the relevant records of ▇▇▇▇▇▇ the other Party and its Affiliates to verify that the amount of such Co-Development Costs was correctly determined. ▇▇▇▇▇▇ The Audited Party and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enantathe Auditing Party, solely to verify that Co-Development Costs hereunder were correctly determined; provided that Enanta . Such inspection or audit right shall not have be exercised by the right to inspect or audit Auditing Party more than once in any Calendar Year more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month periodYear. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇the Audited Party. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Co-Development Costs reported by ▇▇▇▇▇▇ the Audited Party hereunder, (a) if the amount of Co-Development Costs was over-reported, ▇▇▇▇▇▇ the Audited Party shall promptly (but in any event no later than [***] ([**] *]) days after ▇▇▇▇▇▇’▇ the Audited Party's receipt of the independent accountant’s 's report so concluding) make payment to Enanta the Auditing Party of a percentage of the over-reported amount consistent with the equal sharing of Development Costs and (b) if the amount of Co-Development Costs was underreported, Enanta the Auditing Party shall promptly (but in any event no later than [***] ([**] *]) days after Enanta’s the Auditing Party's receipt of the independent accountant’s 's report so concluding) make payment to ▇▇▇▇▇▇ the Audited Party of a percentage of the underreported amountamount consistent with the equal sharing of Development Costs. Enanta The Auditing Party shall bear the full cost of such audit unless such audit discloses an over-over reporting by ▇▇▇▇▇▇ the Audited Party of more than [***] [***] ([***]) of the aggregate amount of Co-Development Costs reportable in any Calendar Year, in which case ▇▇▇▇▇▇ the Audited Party shall reimburse Enanta the Auditing Party for all costs incurred by Enanta the Auditing Party in connection with such inspection or audit.

Records; Audit Rights. ▇▇▇▇▇▇ shall keep and maintain for [*****] years complete and accurate records of Development Costs incurred with respect to Co-Developed Products in sufficient detail to allow confirmation of same by Enanta. Enanta shall have the right for a period of [*****] years after such Development Cost is reconciled in accordance with Section 5.2 to inspect or audit, or to appoint, at its expense, an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ to inspect or audit, the relevant records of ▇▇▇▇▇▇ and its Affiliates to verify that the amount of such Development Costs was correctly determined. ▇▇▇▇▇▇ and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta shall not have the right to inspect or audit any Calendar Year more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month period]. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported by ▇▇▇▇▇▇ hereunder, (a) if the amount of Development Costs was over-reported, ▇▇▇▇▇▇ shall promptly (but in any event no later than [*****] days after ▇▇▇▇▇▇’▇ receipt of the independent accountant’s report so concluding) make payment to Enanta of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to ▇▇▇▇▇▇ of the underreported amount. Enanta shall bear the full cost of such audit unless such audit discloses - 30 - Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. 3/21/2019 <![CDATA[Collaborative Development & License Agreement]]> ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/Archives/▇▇▇▇▇/data/1177648/000119312512454422/d401292dex101.htm 36/136 an over-reporting by ▇▇▇▇▇▇ of more than [*****] of the aggregate amount of Development Costs reportable in any Calendar Year, in which case ▇▇▇▇▇▇ shall reimburse Enanta for all costs incurred by Enanta in connection with such inspection or audit.

Records; Audit Rights. ▇▇▇▇▇▇ shall keep and maintain for [*****] years complete and accurate records of Development Costs incurred with respect to Co-Developed Products in sufficient detail to allow confirmation of same by Enanta. Enanta shall have the right for a period of [*****] years after such Development Cost is reconciled in accordance with Section 5.2 to inspect or audit, or to appoint, at its expense, an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ to inspect or audit, the relevant records of ▇▇▇▇▇▇ and its Affiliates to verify that the amount of such Development Costs was correctly determined. ▇▇▇▇▇▇ and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta shall not have the right to inspect or audit any Calendar Year more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month period]. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported by ▇▇▇▇▇▇ hereunder, (a) if the amount of Development Costs was over-reported, ▇▇▇▇▇▇ shall promptly (but in any event no later than [*****] days after ▇▇▇▇▇▇’▇ receipt of the independent accountant’s report so concluding) make payment to Enanta of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to ▇▇▇▇▇▇ of the underreported amount. Enanta shall bear the full cost of such audit unless such audit discloses an over-reporting by ▇▇▇▇▇▇ of more than [*****] of the aggregate amount of Development Costs reportable in any Calendar Year, in which case ▇▇▇▇▇▇ shall reimburse Enanta for all costs incurred by Enanta in connection with such inspection or audit.

Records; Audit Rights. ▇▇▇▇▇▇ Purchaser and its Affiliates and licensees shall keep and maintain for [*****] years from the date of each payment of Net Sales payments hereunder complete and accurate records of Development Costs incurred with respect to Co-Developed Products Gross Sales and Net Sales by Purchaser and its Affiliates and licensees in sufficient detail to allow confirmation of same by EnantaNet Sales payments to be determined accurately. Enanta Seller shall have the right for a period of [*****] years after receiving any such Development Cost is reconciled in accordance with Section 5.2 payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ Purchaser to inspect or audit, audit the relevant records of ▇▇▇▇▇▇ Purchaser and its Affiliates and licensees to verify that the amount of such Development Costs payment was correctly determined. ▇▇▇▇▇▇ Purchaser and its Affiliates and licensees shall each make its their records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable [***] days written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta Seller. Such audit right shall not have the right to inspect or audit any Calendar Year be exercised by Seller more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month period]. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇. The results of each inspection or audit, if any, shall be binding on both PartiesPurchaser. In the event there was an error in the amount of Development Costs reported underpayment by ▇▇▇▇▇▇ Purchaser hereunder, (a) if the amount of Development Costs was over-reported, ▇▇▇▇▇▇ Purchaser shall promptly (but in any event no later than [*****] days after ▇▇▇▇▇▇’▇ Purchaser’s receipt of the independent accountant’s report so concluding) make payment to Enanta Seller of any undisputed shortfall. In the over-reported amount and (b) if the amount of Development Costs event there was underreportedan overpayment by Purchaser hereunder, Enanta shall promptly (but in Purchaser may credit such overpayment to any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to ▇▇▇▇▇▇ of the underreported amountfuture payments due under this Agreement. Enanta Seller shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by ▇▇▇▇▇▇ Purchaser of more than [*****] or more of the aggregate amount of Development Costs reportable royalty payments payable in any Calendar Year, in which case ▇▇▇▇▇▇ Purchaser shall reimburse Enanta Seller for all reasonable costs incurred by Enanta Seller in connection with such inspection or audit.

Records; Audit Rights. ▇▇▇▇▇▇ CARDIOME shall keep and maintain for [*****] two years complete and accurate records of Development Costs incurred by it in accordance with respect to Co-Developed Products a Global Development Plan in sufficient detail to allow confirmation of same by Enantathe JSC and MERCK, including confirmation of the proper allocation of FTEs to Development of Products. Enanta MERCK shall have the right for a period of [*****] two (2) years after such Development Cost is reconciled receipt of the report referred to in accordance with Section 5.2 2.8.1 to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ CARDIOME to inspect or audit, audit the relevant records of ▇▇▇▇▇▇ CARDIOME and its Affiliates to verify that the amount of such Development Costs was correctly determined. ▇▇▇▇▇▇ CARDIOME and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days' written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta MERCK. Such audit right shall not have the right to inspect or audit be exercised by MERCK more than once in any Calendar Year and the records of Development Costs for a given period may not be audited more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month periodonce. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇CARDIOME. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported by ▇▇▇▇▇▇ CARDIOME hereunder, (a) if the amount of Development Costs was over-reportedoverpaid, ▇▇▇▇▇▇ CARDIOME shall promptly (but in any event no later than [*****] thirty (30) days after ▇▇▇▇▇▇’▇ CARDIOME’s receipt of the independent accountant’s report so concluding) make payment to Enanta MERCK of the over-reported overpaid amount and (b) if the amount of Development Costs was underreportedunderpaid, Enanta MERCK shall promptly (but in any event no later than [*****] thirty (30) days after EnantaMERCK’s receipt of the independent accountant’s report so concluding) make payment to ▇▇▇▇▇▇ CARDIOME of the underreported underpaid amount. Enanta MERCK shall bear the full cost of such audit unless such audit discloses an over-over reporting by ▇▇▇▇▇▇ CARDIOME of more than [*****Redacted - amount] of the aggregate amount of Development Costs reportable in any Calendar Year, in which case ▇▇▇▇▇▇ CARDIOME shall reimburse Enanta MERCK for all costs incurred by Enanta MERCK in connection with such inspection or audit.

Records; Audit Rights. ▇▇▇▇▇▇ GSK, its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each payment of royalties hereunder complete and accurate records of Development Costs incurred with respect to Cogross sales and Net Sales by GSK, its Affiliates and Sublicensees of each Royalty-Developed Products Bearing Product, in sufficient detail to allow confirmation of same royalties to be determined accurately by Enantaan independent certified public accountant. Enanta SYNTA shall have the right for a period of [*****] years after receiving any such Development Cost is reconciled in accordance with Section 5.2 payment to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ GSK to inspect or audit, audit the relevant records of ▇▇▇▇▇▇ GSK and its Affiliates and Sublicensees to verify that the amount of such Development Costs payment was correctly determined. ▇▇▇▇▇▇ and GSK, its Affiliates and Sublicensees shall each make its records available for inspection or audit by such the independent certified public accountant during regular business hours at such place or places where such records are customarily keptkept (for clarity these records may be kept at local business sites and not centrally in one location), upon reasonable notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta shall not have the right to inspect or audit any Calendar Year more than [*****] days written notice from SYNTA. Such audit right shall not be exercised by SYNTA more than once in any Calendar Year or more than [*****] years after with respect to sales of a particular Royalty-Bearing Product in a twelve (12) month period. The independent certified public accountant will only disclose the end results (any sums either over/under paid) of such Calendar Year or audit to conduct more than [*****] such audit in any [*****] month periodSYNTA and no other details. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇. The results of each inspection or audit, if any, shall be binding on both PartiesGSK. In the event there was an error in the amount of Development Costs reported underpayment by ▇▇▇▇▇▇ GSK or overpayment to SYNTA hereunder, (a) if then the amount of Development Costs was over-reported, ▇▇▇▇▇▇ relevant Party shall promptly (but in any event no later than [*****] days after ▇▇▇▇▇▇’▇ GSK’s receipt of the independent accountant’s report so concluding) make payment to Enanta the other Party of the over-reported any amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to ▇▇▇▇▇▇ of the underreported amountdue. Enanta SYNTA shall bear the full cost of such audit unless such audit discloses an over-reporting underreporting by ▇▇▇▇▇▇ GSK of more than at least [***] percent ([**] *]%) of the aggregate amount of Development Costs reportable royalties payable in any Calendar Year, in which case ▇▇▇▇▇▇ GSK shall reimburse Enanta SYNTA for all costs incurred by Enanta SYNTA in connection with such inspection or audit.

Records; Audit Rights. ▇▇▇▇▇▇ ARIAD shall keep and maintain for [*****] years complete and accurate records of Development Costs and Commercialization Costs incurred with respect to Co-Developed Products in sufficient detail to allow confirmation of same by EnantaMERCK, including without limitation confirmation of the proper allocation of FTEs to Development of Products. Enanta MERCK shall have the right for a period of [*****] years after such Development Cost or Commercialization Cost is reconciled reported in accordance with Section 5.2 3.11.2(a) to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ ARIAD to inspect or audit, audit the relevant records of ▇▇▇▇▇▇ ARIAD and its Affiliates to verify that the amount of such Development Costs was and Commercialization Costs were correctly determined. ▇▇▇▇▇▇ ARIAD and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta MERCK. Such audit right shall not have the right to inspect or audit be exercised by MERCK more than once in any Calendar Year and the records of Development Costs and Commercialization Costs for a given period may not be audited more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month periodonce. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇ARIAD. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs and Commercialization Costs reported by ▇▇▇▇▇▇ ARIAD hereunder, (a) if the amount of Development Costs and Commercialization Costs was over-over reported, ▇▇▇▇▇▇ ARIAD shall promptly (but in any event no later than [*****] thirty (30) days after ▇▇▇▇▇▇’▇ ARIAD’s receipt of the independent accountant’s report so concluding) make payment to Enanta MERCK of the over-over reported amount and (b) if the amount of Development Costs and Commercialization Costs was underreported, Enanta MERCK shall promptly (but in any event no later than [*****] thirty (30) days after EnantaMERCK’s receipt of the independent accountant’s report so concluding) make payment to ▇▇▇▇▇▇ ARIAD of the underreported amount. Enanta MERCK shall bear the full cost of such audit unless such audit discloses an over-over reporting by ▇▇▇▇▇▇ ARIAD of more than the greater of [*****] ]% of the aggregate amount of Development Costs and Commercialization Costs reportable in any Calendar YearYear or $[***], in which case ▇▇▇▇▇▇ ARIAD shall reimburse Enanta MERCK for all costs incurred by Enanta MERCK in connection with such inspection or audit.

Records; Audit Rights. ▇▇▇▇▇▇ Each Party shall keep and maintain for [*****] years complete and accurate records of Development Costs incurred with respect to Co-Developed Promoted Products in sufficient detail to allow confirmation of same by Enantathe JSC and the other Party, including without limitation confirmation of the proper allocation of FTEs to Development of Products. Enanta Each Party (the “Cost Auditing Party”) shall have the right for a period of [*****] years after such Development Cost is reconciled in accordance with Section 5.2 3.12.2(a) to inspect or audit, or to appoint, appoint at its expense, expense an independent certified public accountant reasonably acceptable to ▇▇▇▇▇▇ the other Party (the “Cost Audited Party”) to inspect or audit, audit the relevant records of ▇▇▇▇▇▇ the Cost Audited Party and its Affiliates to verify that the amount of such Development Costs was correctly determined. ▇▇▇▇▇▇ The Cost Audited Party and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable thirty (30) days written notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta the Cost Auditing Party. Such audit right shall not have be exercised by the right to inspect or audit Cost Auditing Party more than once in any Calendar Year and the records of Development Costs for a given period may not be audited more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month periodonce. All records made available for inspection or audit shall be deemed to be Confidential Information of ▇▇▇▇▇▇the Cost Audited Party. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported by ▇▇▇▇▇▇ the Cost Audited Party hereunder, (a) if the amount of Development Costs was over-over reported, ▇▇▇▇▇▇ the Cost Audited Party shall promptly (but in any event no later than [*****] thirty (30) days after ▇▇▇▇▇▇’▇ the Cost Audited Party’s receipt of the independent accountant’s report so concluding) make payment to Enanta the Cost Auditing Party of the over-over reported amount and (b) if the amount of Development Costs was underreported, Enanta the Cost Auditing Party shall promptly (but in any event no later than [*****] thirty (30) days after Enantathe Cost Auditing Party’s receipt of the independent accountant’s report so concluding) make payment to ▇▇▇▇▇▇ the Cost Audited Party of the underreported amount. Enanta The Cost Auditing Party shall bear the full cost of such audit unless such audit discloses an over-over reporting by ▇▇▇▇▇▇ the Cost Audited Party of more than the greater of [*****] ]% of the aggregate amount of Development Costs reportable in any Calendar YearYear or $[***], in which case ▇▇▇▇▇▇ the Cost Audited Party shall reimburse Enanta the Cost Auditing Party for all costs incurred by Enanta the Cost Auditing Party in connection with such inspection or audit.