Common use of Records; Audit Clause in Contracts

Records; Audit. Purchaser will, and will cause its Affiliates to, keep and maintain for [***] years after the relevant calendar quarter complete and accurate books and records in sufficient detail so that Net Sales and payments made hereunder can be properly calculated. No more frequently than once during each calendar year during the Term and once during the [***] year period thereafter, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (the party requesting an audit, the “Auditing Party”) and with at least [***] days advance notice at any time during normal business hours, accompanied at all times, to inspect, audit and copy reasonable amounts of relevant accounts and records of Purchaser and its Affiliates and reports submitted to Purchaser and its Affiliates pertaining to a Payment Period that is not earlier than [***] months from the date of conclusion of the audit, for the sole purpose of verifying the accuracy of the calculation of payments to Spectrum pursuant to this Article 4. The accounts, records and reports related to any particular period of time may only be audited one time under this Section 4.5. The Auditing Party will cause their independent third-party auditors not to provide the Auditing Party with any copies of such accounts, records or reports and not to disclose to the Auditing Party any information other than information relating solely to the accuracy of the accounting and payments made by Purchaser pursuant to this Article 4. The Auditing Party will cause its independent third-party auditors to promptly provide a copy of their report to Purchaser. If such audit determines that payments are due to Spectrum, Purchaser will pay to Spectrum any such additional amounts within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party, unless such audit report is disputed by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to Spectrum, Spectrum will refund any such overpaid amounts to Purchaser within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless such audit discloses a deficiency in the payments made by Purchaser (whether for itself or on behalf of its Affiliates) of more than [***] percent ([***]%) of the aggregate amount payable for the relevant period, in which case Purchaser will bear the cost of such audit. Each of the parties agrees that all information subject to review under this Section 4.5 is Purchaser’s Confidential Information that is subject to Spectrum’s confidentiality and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will cause its independent third-party auditors to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industry.

Records; Audit. Purchaser will, and will cause its Affiliates to, keep and VIVUS shall maintain for [***] years after the relevant calendar quarter complete and accurate books and records in accordance with GAAP in sufficient detail so that Net Sales to permit Purchaser to confirm the accuracy of the Manufacturing Costs, and payments made hereunder can any other financial measure relating to the Price of the Product payable under this Agreement, for a period of *** from the creation of individual records or any longer period required by Applicable Law. At Purchaser’s request, such records shall be properly calculated. No available for review at a Purchaser’s headquarters located at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, or a mutually agreeable location determined by Parties not more frequently than once during each calendar year during the Term and once during the [***] year period thereafter, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (the party requesting an audit, the “Auditing Party”) and with at least [***] days advance notice at any time during normal business hours, accompanied at all times, to inspect, audit and copy hours on a mutually agreed date with reasonable amounts of relevant accounts and records of advance notice) by an independent Third Party auditor selected by Purchaser and its Affiliates approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and reports submitted subject to Purchaser confidentiality and its Affiliates pertaining to a Payment Period that is not earlier non-use obligations no less stringent than [***] months from the date of conclusion those set forth in Article 11 of the audit, License Agreement for the sole purpose of verifying for Purchaser the accuracy of the calculation of payments to Spectrum pursuant to this Article 4. The accounts, records Manufacturing Costs and reports related to any particular period of time may only be audited one time under this Section 4.5. The Auditing Party will cause their independent third-party auditors not to provide the Auditing Party with any copies of such accounts, records or reports and not to disclose to the Auditing Party any information other than information relating solely to the accuracy of the accounting and payments made Price paid by Purchaser pursuant to this Article 4. The Auditing Party will cause its independent third-party auditors to promptly provide a copy Agreement or of their report to Purchaser. If such audit determines that payments are due to Spectrum, Purchaser will pay to Spectrum any such additional amounts within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party, unless such audit report is disputed by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to Spectrum, Spectrum will refund any such overpaid amounts to Purchaser within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless such audit discloses a deficiency in the payments made by Purchaser to VIVUS pursuant to this Agreement. Any such auditor shall not disclose VIVUS’ Confidential Information to Purchaser, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS or the amount of payments due by VIVUS under this Agreement. Any undisputed amounts finally determined to be owed but unpaid shall be paid within *** from the accountant’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser shall bear the full cost of such audit unless such audit reveals an underpayment or under-reporting error of *** percent (whether for itself or on behalf of its Affiliates) of more than [***] percent ([***]%) of or more during the aggregate amount payable for the relevant applicable audit period, in which case Purchaser will VIVUS shall bear the full cost of such audit. Each of the parties agrees that all information subject to review under this Section 4.5 is Purchaser’s Confidential Information that is subject to Spectrum’s confidentiality and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will cause its independent third-party auditors to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industry.

Records; Audit. Purchaser will, Ophthotech and will cause its Affiliates to, and Sublicensees shall keep and maintain for [***] years after from the relevant calendar quarter date of each payment of royalties and Sublicense Income Payments hereunder complete and accurate books records of gross sales, Net Sales, and records Sublicense Income received by Ophthotech and its Affiliates and Sublicensees of each Licensed Product, in sufficient detail so that Net Sales and payments made hereunder can to allow royalties to be properly calculateddetermined accurately. No more frequently than once during each calendar year during Archemix shall have the Term and once during the right for a period of [***] year period thereafteryears after receiving any such royalty payment to appoint at its expense an independent certified public accountant reasonably acceptable to Ophthotech to audit the relevant records of Ophthotech and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Ophthotech and its Affiliates and Sublicensees shall each make its records available for audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (the party requesting an audit, the “Auditing Party”) and with at least upon [***] days advance written notice at from Archemix, solely to verify that payments hereunder were correctly determined. Such audit right shall not be exercised by Archemix more than once in any time during normal business hours, accompanied at all times, Calendar Year or more than once with respect to inspect, sales of a particular Licensed Product in a particular period. All records made available for audit and copy reasonable amounts shall be deemed to be Confidential Information of relevant accounts and records of Purchaser and Ophthotech or its Affiliates and reports submitted to Purchaser and its Affiliates pertaining to a Payment Period that is not earlier or Sublicensees, as applicable. In the event there was an underpayment by Ophthotech hereunder, Ophthotech shall promptly (but in any event no later than [***] months from days after such shortfall is finally determined) make payment to Archemix of any shortfall. Archemix shall bear the date of conclusion of the audit, for the sole purpose of verifying the accuracy of the calculation of payments to Spectrum pursuant to this Article 4. The accounts, records and reports related to any particular period of time may only be audited one time under this Section 4.5. The Auditing Party will cause their independent third-party auditors not to provide the Auditing Party with any copies full cost of such accounts, records or reports and not to disclose to the Auditing Party any information other than information relating solely to the accuracy of the accounting and payments made by Purchaser pursuant to this Article 4. The Auditing Party will cause its independent third-party auditors to promptly provide a copy of their report to Purchaser. If such audit determines that payments are due to Spectrum, Purchaser will pay to Spectrum any such additional amounts within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party, unless such audit report is disputed by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to Spectrum, Spectrum will refund any such overpaid amounts to Purchaser within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless such audit discloses a deficiency in the payments made an underreporting by Purchaser (whether for itself or on behalf of its Affiliates) Ophthotech of more than [***] percent ([***]%) of the aggregate amount of royalties or Sublicense Income Payments payable for the relevant periodin any Calendar Year, in which case Purchaser will bear the cost of Ophthotech shall reimburse Archemix for all costs incurred by Archemix in connection with such audit. Each If either Party disputes the results of any such audit, then it may submit such matter for resolution pursuant to Section 10.2.2; provided that the Party not prevailing in such arbitration shall reimburse the other Party for [***] percent ([***]%) of the parties agrees that all information subject to review under costs and expenses (including attorneys’ fees) incurred by such other Party in connection with the conduct of such arbitration (including without limitation the Expert’s fees and any administrative fees of such arbitration). Portions of this Section 4.5 is Purchaser’s Confidential Information that is subject to Spectrum’s confidentiality Exhibit were omitted and non-use obligations under Section 9.5.2, and have been filed separately with the Auditing Party agrees that it will cause its independent third-party auditors to also retain all such information subject Secretary of the Commission pursuant to the non-disclosure and non-use restrictions Company’s application requesting confidential treatment under Rule 406 of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industrySecurities Act.

Records; Audit. Purchaser willVFMCRP shall keep, and will shall cause its Affiliates toand Sublicensees to keep, keep and maintain for [***] years after the relevant calendar quarter complete and accurate books and records pertaining to the sale or other disposition of the Product in sufficient detail so that to permit ChemoCentryx to confirm the accuracy of commercial milestone and royalty payments due hereunder. Such records shall be kept for such period of time required by Applicable Laws, but in no case less than three (3) years following the end of the Calendar Quarter to which they pertain. ChemoCentryx shall have the right to have an independent, certified public accountant reasonably acceptable to VFMCRP audit such records of VFMCRP to confirm Net Sales Sales, royalties, and other payments made hereunder can for a period covering not more than three (3) years following the Calendar Quarter to which they pertain. Such audits may be properly calculated. No exercised only once for any period and no more frequently than once during each calendar year during the Term and once during the [***] year period thereafter, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (the party requesting an audit, the “Auditing Party”) and with at least [***] days advance notice at any time per Calendar Year during normal business hourshours upon reasonable prior written notice to the audited Party. Any such auditor shall not disclose VFMCRP’s confidential information to ChemoCentryx, accompanied at all times, except to inspect, audit and copy reasonable amounts of relevant accounts and records of Purchaser and its Affiliates and reports submitted the extent such disclosure is necessary to Purchaser and its Affiliates pertaining to a Payment Period that is not earlier than [***] months from the date of conclusion of the audit, for the sole purpose of verifying verify the accuracy of the calculation financial reports furnished by VFMCRP or the amount of payments to Spectrum pursuant to this Article 4. The accounts, records and reports related to any particular period of time may only be audited one time by VFMCRP under this Agreement. Any amounts shown to be owed but unpaid shall be paid within thirty (30) days after the accountant’s report, plus interest (as set forth in Section 4.59.5) from the original due date. The Auditing Party will cause their independent third-party auditors not Any overpayment by VFMCRP revealed by an audit shall be credited against future payments owed by VFMCRP to provide ChemoCentryx (and if no further payments are due, shall be refunded by ChemoCentryx at the Auditing Party with any copies request of VFMCRP). ChemoCentryx shall bear the full cost of such accounts, records or reports and not to disclose to the Auditing Party any information other than information relating solely to the accuracy of the accounting and payments made by Purchaser pursuant to this Article 4. The Auditing Party will cause its independent third-party auditors to promptly provide a copy of their report to Purchaser. If such audit determines that payments are due to Spectrum, Purchaser will pay to Spectrum any such additional amounts within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party, unless such audit report is disputed by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to Spectrum, Spectrum will refund any such overpaid amounts to Purchaser within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless such audit discloses a deficiency in the payments made an underpayment by Purchaser (whether for itself or on behalf of its Affiliates) VFMCRP of more than [***] five percent ([***]5%) of the aggregate amount payable of royalties or other payments due under this Agreement for the relevant periodany applicable Calendar Quarter, in which case Purchaser will case, VFMCRP shall bear the cost of such audit. Each of the parties agrees that all information subject to review under this Section 4.5 is Purchaser’s Confidential Information that is subject to Spectrum’s confidentiality and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will cause its independent third-party auditors to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industry.

Records; Audit. Purchaser will, and will cause its Affiliates to, keep and maintain for [***] three (3) years after the relevant calendar quarter complete and accurate books and records in sufficient detail so that Net Sales and payments made hereunder can be properly calculated. No more frequently than once during each calendar year during the Term and once during the [***] three (3) year period thereafter, Purchaser will permit independent third-third party auditors appointed by Spectrum or Bayer (the party requesting an audit, the “Auditing Party”) and with at least [***] forty-five (45) days advance notice at any time during normal business hours, accompanied at all times, to inspect, audit and copy reasonable amounts of relevant accounts and records of Purchaser and its Affiliates and reports submitted to Purchaser and its Affiliates from Sublicensees pertaining to a Payment Period that is not earlier than [***] thirty-six (36) months from the date of conclusion of the audit, for the sole purpose of verifying the accuracy of the calculation of payments to Spectrum Bayer pursuant to this Article Section 4. The accounts, records and reports related to any particular period of time may only be audited one time under this Section 4.54.4. The Auditing Party Bayer will cause their its independent third-third party auditors not to provide the Auditing Party Bayer with any copies of such accounts, records or reports and not to disclose to the Auditing Party Bayer any information other than information relating solely to the accuracy of the accounting and payments made by Purchaser pursuant to this Article Section 4. The Auditing Party Bayer will cause its independent third-third party auditors to promptly provide a copy of their report to Purchaser. If such audit determines that payments are due to SpectrumBayer, Purchaser will pay to Spectrum Bayer any such additional amounts within [***] ten (10) Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing PartyBayer, unless such audit report is disputed by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to SpectrumBayer, Spectrum Bayer will refund any such overpaid amounts to Purchaser within [***] ten (10) Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing PartyBayer. Any such inspection of records will be at SpectrumBayer’s expense unless such audit discloses a deficiency in the payments made by Purchaser (whether for itself or on behalf of its Affiliates) of more than [***] five percent ([***]5.0%) of the aggregate amount payable for the relevant period, in which case Purchaser will bear the cost of such audit. Each of the parties agrees that all information subject to review under this Section 4.5 4.4 is Purchaser’s Confidential Information that is subject to SpectrumBayer’s confidentiality and non-use obligations under Section 9.5.29.6.2, and the Auditing Party Bayer agrees that it will cause its independent third-third party auditors to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 9.6.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industry.

Records; Audit. Purchaser willThe WEG Group shall keep complete, and will cause its Affiliates to, keep and maintain for [***] years after the relevant calendar quarter complete true and accurate books and records in sufficient detail so that Net Sales for the purpose of confirming the accuracy of the Royalty Payments and payments made hereunder can the Quarterly Reports. Such books and records shall be properly calculatedkept for at least two (2) years following the end of the calendar quarter to which they pertain. No more frequently than once during each calendar year NPS shall have the right, upon ten (10) Business Days prior written notice, during the Term and once during the [***] year period thereafter, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (the party requesting an audit, the “Auditing Party”) and with at least [***] days advance notice at any time during WEG Group’s normal business hours, accompanied at all timesusing internal NPS personnel or a third-party firm, to inspectexamine the WEG Group’s facilities, audit and copy reasonable amounts of relevant accounts books and records of Purchaser and its Affiliates and reports submitted to Purchaser and its Affiliates pertaining to a Payment Period that is not earlier than [***] months from the date of conclusion of the audit, for the sole purpose of verifying that the accuracy WEG Group is operating in compliance with the terms of this Agreement, including but not limited to, confirming that the WEG Group is accurately reporting the number of 2.X Turbines produced and shipped. Such inspection may include but shall not be limited to inspecting Utility-Scale Wind Turbines in production at the WEG Group’s factories or installed at customer sites, and examining purchase orders, shipping documents, contracts, sublicenses or other agreements entered into by the WEG Group for the marketing, sale or manufacture of Utility-Scale Wind Turbines or any components thereof or otherwise in connection with this Agreement. In conducting such audit. NPS will use all reasonable efforts to minimize any interference with the normal operations of the calculation WEG Group. All information provided to NPS in the course of payments conducting such audit shall be deemed to Spectrum pursuant be Confidential Information of the WEG Group. If any inaccuracies are discovered during such audit implying any unpaid Royalty Payments to this Article 4NPS, the WEG Group shall reimburse NPS for fifty percent (50%) of the auditing costs and expenses. The accountsAdditionally, records if NPS determines that there is a discrepancy between the number of 2.X Turbines actually shipped and reports related the number of 2.X Turbines reported to NPS, the WEG Group shall pay any particular period of time may only be audited one time under this Section 4.5. The Auditing Party will cause their independent third-party auditors not to provide the Auditing Party with any copies unpaid Royalty Payments owing thereon within five (5) Business Days of such accountsdiscovery plus interest, records or reports and not to disclose to the Auditing Party any information other than information relating solely to the accuracy of the accounting and payments made by Purchaser pursuant to this Article 4. The Auditing Party will cause its independent third-party auditors to promptly provide a copy of their report to Purchaser. If such audit determines that payments are due to Spectrum, Purchaser will pay to Spectrum any such additional amounts within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party, unless such audit report is disputed by Purchaser, in which case the dispute will be resolved as determined in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to Spectrum7.2 above, Spectrum will refund any such overpaid amounts to Purchaser within [***] Business Days after from the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless such audit discloses a deficiency in the payments made by Purchaser (whether for itself or on behalf of its Affiliates) of more than [***] percent ([***]%) of the aggregate amount payable for the relevant period, in which case Purchaser will bear the cost of such audit. Each of the parties agrees that all information subject to review under this Section 4.5 is Purchaser’s Confidential Information that is subject to Spectrum’s confidentiality and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will cause its independent third-party auditors to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industryRoyalty Payment was originally due.

Records; Audit. Purchaser will, Amgen and will cause its Affiliates to, shall keep and maintain for [***] years after the relevant calendar quarter complete and accurate records and books of account documenting in a detail sufficient to track and determine, in a manner consistent with GAAP, all revenues, expenses and Royalties due or other sums payable pursuant to this Licence Agreement and in compliance with the terms of this Licence Agreement. Such records shall be retained for a period of the later of (a) a [*] following the year in which any payments were made hereunder; (b) the expiration of the applicable tax statute of limitations (or any extensions thereof); or (c) such longer period as may be required by law. Amgen and its respective Affiliates shall permit independent accountants of internationally recognised standing retained by Celltech and reasonably acceptable to Amgen, upon reasonable prior written notice, to have access to its and its Affiliates’ records and books and records in sufficient detail so that Net Sales and payments made hereunder can be properly calculated. No more frequently than once during each calendar year during the Term and once during the [***] year period thereafter, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (the party requesting an audit, the “Auditing Party”) and with at least [***] days advance notice at any time during normal business hours, accompanied at all times, to inspect, audit and copy reasonable amounts of relevant accounts and records of Purchaser and its Affiliates and reports submitted to Purchaser and its Affiliates pertaining to a Payment Period that is not earlier than [***] months from the date of conclusion of the audit, premises for the sole purpose of verifying determining the accuracy correctness of any payment of Royalties and other amounts due and payable under this Licence Agreement for any year ending no more than [*] prior to the calculation date of payments such request; provided however, that the books and records for any particular Calendar Year shall only be subject to Spectrum pursuant to this Article 4one audit. Such examination shall be conducted during regular business hours and no more than once in each Calendar Year. The accounts, records and reports related to any particular period of time may only be audited one time under this Section 4.5. The Auditing Party will cause their independent third-party auditors not to provide the Auditing Party with any copies report of such accountsaccountant shall be limited to a certificate verifying (or not verifying, records as the case may be) any report made or reports payment submitted by Amgen during such period. In the event the accountant shall be unable to verify the correctness of any such payment, the accountant’s report shall specify why such payment is unverifiable and not to disclose to the Auditing Party amount of any information other than information relating solely to the accuracy of the accounting and payments made by Purchaser pursuant to this Article 4discrepancy. The Auditing Party will cause its independent third-party auditors to promptly provide Amgen shall receive a copy of their each such report concurrently with receipt by Celltech, and the Parties shall use good faith efforts to Purchaserresolve any discrepancies. All information contained in any such report shall be deemed Confidential Information hereunder. If such audit determines examination reveals that such costs or payments are due have been misstated, any adjustment shall be promptly refunded or paid, as appropriate. Celltech shall pay the fees and expenses of the accountant engaged to Spectrum, Purchaser will pay to Spectrum any such additional amounts within [***] Business Days after perform the date on which such auditor’s written report is delivered to Purchaser and the Auditing Partyaudit, unless such audit report reveals a net discrepancy of [*] ([*]%) or more for the period examined which is disputed by Purchaserto the disadvantage of Celltech, in which case Amgen shall pay all reasonable costs and expenses incurred by Celltech in the dispute will be resolved in accordance with Section 16.10course of making such determination. If such audit determines that Purchaser has overpaid Upon the expiration of [*] following the end of any amounts to SpectrumCalendar Year, Spectrum will refund the calculation of any such overpaid amounts payable with respect to Purchaser within [***] Business Days after the date on which such auditor’s written report is delivered year shall be binding and conclusive upon Celltech and Amgen shall be released from any liability or accountability with respect to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless amounts for such audit discloses a deficiency in the payments made by Purchaser (whether for itself or on behalf of its Affiliates) of more than [***] percent ([***]%) of the aggregate amount payable for the relevant period, in which case Purchaser will bear the cost of such audit. Each of the parties agrees that all information subject to review under this Section 4.5 is Purchaser’s Confidential Information that is subject to Spectrum’s confidentiality and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will cause its independent third-party auditors to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industryyear.

Records; Audit. Purchaser will(a) AMAG shall keep, and will shall cause its Affiliates toand Sublicensees to keep, keep complete and maintain accurate records pertaining (a) amounts spent in connection with marketing and advertising of the Product or (b) to the sale or other disposition of Product in sufficient detail to permit Endoceutics to confirm the accuracy of royalty payments due hereunder or AMAG’s activities under the Commercialization Plan, as applicable. Such records shall be kept for such period of time required by Applicable Laws, [***] years after following the relevant calendar quarter complete and accurate books and end of the Calendar Quarter to which they pertain. Endoceutics may cause an independent, certified public accountant reasonably acceptable to AMAG to audit such records in sufficient detail so that to confirm Net Sales and Sales, royalties, other payments made hereunder can be properly calculated. No more frequently than once during each calendar year during and/or spend under the Term and once during the Commercialization Plan for a period covering [***] year period thereafter, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (following the party requesting an audit, the “Auditing Party”) and with at least Calendar Quarter to which they pertain. Such audits may be exercised during normal business hours upon [***] days advance prior written notice at any time during normal business hours, accompanied at all times, to inspect, audit AMAG. Prompt adjustments shall be made by the Parties to reflect the results of such audit. In no event will such inspections be conducted hereunder more frequently than once every [***]. Such accountant must have executed and copy reasonable amounts of relevant accounts and records of Purchaser delivered to AMAG and its Affiliates and reports submitted Sublicensees, as applicable, a confidentiality agreement as reasonably requested by AMAG, which will include provisions limiting such accountant’s disclosure to Purchaser Endoceutics to only the results and basis for such results of such inspection. [***]. Any overpayment by AMAG revealed by an audit shall be credited against future payment owed by AMAG to Endoceutics (and if no further payments are due, shall be refunded by Endoceutics at the request of AMAG). (b) Endoceutics shall keep, and shall cause its Affiliates and sublicensees to keep, complete and accurate records pertaining to a Payment Period that is not earlier (a) amounts spent in connection with marketing and advertising of the Product and (b) the FSD Study Costs related to the FSD Study in sufficient detail to permit AMAG to confirm the accuracy of its reimbursement for such expenses due hereunder or Endoceutics’ activities under the Commercialization Plan, as applicable. Such records shall be kept for such period of time required by Applicable Laws, but no less than [***] months from following the date of conclusion end of the auditCalendar Quarter to which they pertain. AMAG may cause an independent, for the sole purpose of verifying the accuracy of the calculation of payments certified public accountant reasonably acceptable to Spectrum pursuant Endoceutics to this Article 4. The accounts, audit such records and reports to confirm such FSD Study Costs related to any particular period of time may only be audited one time the FSD Study and/or spend under this Section 4.5. The Auditing Party will cause their independent third-party auditors the Commercialization Plan covering not to provide the Auditing Party with any copies of such accounts, records or reports and not to disclose to the Auditing Party any information other than information relating solely to the accuracy of the accounting and payments made by Purchaser pursuant to this Article 4. The Auditing Party will cause its independent third-party auditors to promptly provide a copy of their report to Purchaser. If such audit determines that payments are due to Spectrum, Purchaser will pay to Spectrum any such additional amounts within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party, unless such audit report is disputed by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to Spectrum, Spectrum will refund any such overpaid amounts to Purchaser within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless such audit discloses a deficiency in the payments made by Purchaser (whether for itself or on behalf of its Affiliates) of more than [***] percent (following the Calendar Quarter to which they pertain. Such audits may be exercised during normal business hours upon [***] prior written notice to Endoceutics. Prompt adjustments shall be made by the Parties to reflect the results of such audit. In no event will such inspections be conducted hereunder more frequently than once [***]%) of . Such accountant must have executed and delivered to Endoceutics and its Affiliates and sublicensees, as applicable, a confidentiality agreement as reasonably requested by Endoceutics, which will include provisions limiting such accountant’s disclosure to AMAG to only the aggregate amount payable results and basis for the relevant period, in which case Purchaser will bear the cost such results of such auditinspection. Each of the parties agrees that all information subject to review under this Section 4.5 is Purchaser’s Confidential Information that is subject to Spectrum’s confidentiality and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will cause its independent third-party auditors to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industry[***].

Records; Audit. Purchaser will, and will cause its Affiliates to, Teva / Sicor shall keep and maintain for [***] years after the relevant calendar quarter complete and accurate books and records in sufficient detail so that the normal course of business in the Territory identifying annual (on a calendar year basis) sales of the Product in units and values, Net Sales and payments made hereunder can be properly calculateddeductions therefrom, gross revenue received, cost of goods sold, credits applied for returned units, and the amounts due Antares. No Teva / Sicor shall maintain such books and records for two (2) years from the date of payment or until any relevant dispute has been resolved, whichever is longer. Upon Antares’ reasonable request, and at Antares’ sole expense, but no more frequently than once during each calendar year during the Term term of the Agreement, Teva / Sicor shall permit an independent certified public accountant to examine such books and once during the [records ***] year period thereafter, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (* - Denotes portions omitted pursuant to an amended request for confidentiality under Rule 24b-2 of the party requesting an audit, Securities Exchange Act of 1934. A copy of this agreement with the “Auditing Party”) omitted information intact has been filed separately with the Securities and with at least [***] days advance Exchange Commission. on behalf of Antares upon reasonable notice at any time during normal business hours, accompanied at all times, . Such independent certified public accountant shall sign a confidentiality and non-disclosure agreement in form and substance reasonably satisfactory to inspect, audit Teva / Sicor and copy reasonable amounts of relevant accounts and records of Purchaser and its Affiliates and reports submitted to Purchaser and its Affiliates pertaining to a Payment Period that is shall not earlier than [***] months from the date of conclusion of the audit, for the sole purpose of verifying the accuracy of the calculation of payments to Spectrum pursuant to this Article 4. The accounts, records and reports related to any particular period of time may only be audited one time under this Section 4.5. The Auditing Party will cause their independent third-party auditors not to provide the Auditing Party with any copies of such accounts, records or reports and not to disclose to the Auditing Antares or any Third Party any information other than the amount of any inaccuracy. The report prepared by such accountant shall not disclose to Antares or to any Third Party any information relating solely except that which should properly be contained in a royalty report required under Section 7.1 hereof and such other information as reasonably shall be necessary to verify the accuracy calculation of the accounting and payments made by Purchaser pursuant to this Article 4Net Sales. The Auditing Party will cause its independent third-party auditors to promptly provide a A complete copy of their the report of such accountant shall be given to PurchaserTeva / Sicor at the same time that it is provided to Antares. If such audit determines that payments are due to SpectrumIf, Purchaser will pay to Spectrum as a result of any such additional amounts examination, it is shown that Teva / Sicor’s payments to Antares under this Section were less than the amount which should have been paid, then Teva / Sicor shall make all payments required to be made to eliminate any discrepancy revealed by the examination within [***] Business Days thirty (30) days after the date on which Antares’ demand therefor and, if such auditor’s written report is delivered to Purchaser and the Auditing Party, unless such audit report is disputed by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to Spectrum, Spectrum will refund any such overpaid amounts to Purchaser within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless such audit discloses a deficiency in the payments made by Purchaser (whether for itself or on behalf of its Affiliates) of more than [***] discrepancy exceeds ten percent ([***]10%) of amounts paid to Antares, Teva / Sicor shall reimburse Antares for all costs and expenses incurred by Antares to perform the aggregate amount payable for the relevant period, in which case Purchaser will bear the cost of such audit. Each of the parties The interest charged on overdue payments pursuant to Section 7.1 hereof shall apply to any underpayments due from Teva / Sicor. Any overpayments shall be fully reimbursed to Teva / Sicor within thirty (30) days after Teva / Sicor’s demand therefor. Antares agrees that all information subject to review under this Section 4.5 7.5 or under any sublicense or supply agreement is Purchaser’s Confidential Information confidential and that is subject to Spectrum’s confidentiality Antares shall retain and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will shall cause its independent third-party auditors accountant to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industryconfidence.

Records; Audit. Purchaser willshall keep, and will cause shall require its Affiliates toand Licensees to keep, keep and maintain for [***] years after the relevant calendar quarter complete and accurate books records pertaining to the sale or other disposition, and records the manufacture, of Royalty-Bearing Products (including, without limitation, Excluded U.S. TCs) in sufficient detail so that Net Sales to permit Seller to determine or confirm the accuracy of the amounts reported, paid and payments made hereunder can payable pursuant to the preceding provisions of this Section 4.12, which records shall be properly calculated. No more frequently than once during each calendar year during kept in the Term same manner, and once during shall contain the [***] year period thereaftersame level of detail, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (as the party requesting an audit, the “Auditing Party”) and with at least [***] days advance notice at any time during normal business hours, accompanied at all times, to inspect, audit and copy reasonable amounts of relevant accounts and records of Purchaser and its Affiliates keep with respect to sale or other disposition, and reports submitted the manufacture, of other pharmaceutical products sold or disposed of by them, and in any event in such manner and detail as are necessary for financial reporting purposes and the preparation of audited financial statements in accordance with applicable Accounting Standards. Purchaser will keep such books and records for three full Calendar Years following the Calendar Year to which they pertain, or such longer period of time as may be required by Legal Requirements. Upon reasonable prior notice and during regular business hours at such place or places where such records are customarily kept, the foregoing records of Purchaser, its Affiliates and Licensees related to the Royalty-Bearing Products (including, without limitation, the Excluded U.S. TCs) may be inspected on Seller’s behalf by an independent certified public accountant (the “Auditor”) selected by Seller and reasonably acceptable to Purchaser and its Affiliates pertaining to a Payment Period that is not earlier than [***] months from the date of conclusion of the audit, for the sole purpose of verifying for Seller the accuracy of the calculation of payments reports furnished by Purchaser and the Royalty Payments made, or required to Spectrum be made, to Seller pursuant to this Article 4Agreement for a period covering not more than the preceding three full Calendar Years. The accounts, records and reports related No Calendar Year shall be subject to any particular period of time may only be audited one time audit under this Section 4.54.12(d) more than once. The Auditing Party Auditor will cause their independent third-party auditors not execute a reasonable written confidentiality agreement with Purchaser and will disclose to Seller only such information as is reasonably necessary to provide the Auditing Party Seller with information regarding any copies of such accounts, records actual or reports potential discrepancies between amounts reported and not to disclose to the Auditing Party any information other than information relating solely to the accuracy of the accounting actually paid and payments made by Purchaser pursuant to amounts payable under this Article 4Agreement. The Auditing Party Auditor will cause its independent third-party auditors to promptly provide send a copy of their the report to Purchaser at the same time it is sent to Seller (the “Auditor’s Report”). The Auditor’s Report sent to both Parties will include the methodology and calculations used to determine the results. In the event that the Auditor’s Report reveals an underpayment by Purchaser, Purchaser shall pay the amount of such underpayment to Seller within 30 days after receipt of the Auditor’s Report. If Seller shall bear the full cost of such audit determines that payments are due to Spectrum, Purchaser will pay to Spectrum any such additional amounts within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party, unless such audit report is disputed reveals an underpayment of more than five percent by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to Spectrum, Spectrum will refund any such overpaid amounts to Purchaser within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless such audit discloses a deficiency in the payments made by Purchaser (whether for itself or on behalf of its Affiliates) of more than [***] percent ([***]%) of the aggregate amount payable shall reimburse Seller for the relevant period, in which case Purchaser will bear the cost reasonable costs of such audit. Each of the parties agrees that all information subject to review under this Section 4.5 is Purchaser’s Confidential Information that is subject to Spectrum’s confidentiality and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will cause its independent third-party auditors to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industry.

Records; Audit. Purchaser willVIT shall keep, and will shall cause its Affiliates toand Sublicensees to keep, keep and maintain for [***] years after the relevant calendar quarter complete and accurate books and records pertaining to the sale or other disposition of the Product in sufficient detail so that to permit ChemoCentryx to confirm the accuracy of commercial milestone and royalty payments due hereunder. Such records shall be kept for such period of time required by Applicable Laws, but in no case less than three (3) years following the end of the Calendar Quarter to which they pertain. ChemoCentryx shall have the right to have an independent, certified public accountant reasonably acceptable to VIT audit such records to confirm Net Sales Sales, royalties, and other payments made hereunder can for a period covering not more than three (3) years following the Calendar Quarter to which they pertain. Such audits may be properly calculated. No exercised only once for any period and no more frequently than once during each calendar year during the Term and once during the [***] year period thereafter, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (the party requesting an audit, the “Auditing Party”) and with at least [***] days advance notice at any time per Calendar Year during normal business hourshours upon reasonable prior written notice to VIT. Any such auditor shall not disclose VIT’s confidential information to ChemoCentryx, accompanied at all times, except to inspect, audit and copy reasonable amounts of relevant accounts and records of Purchaser and its Affiliates and reports submitted the extent such disclosure is necessary to Purchaser and its Affiliates pertaining to a Payment Period that is not earlier than [***] months from the date of conclusion of the audit, for the sole purpose of verifying verify the accuracy of the calculation financial reports furnished by VIT or the amount of payments to Spectrum pursuant to this Article 4. The accounts, records and reports related to any particular period of time may only be audited one time by VIT under this Agreement. Any amounts shown to be owed but unpaid shall be paid within thirty (30) days after the accountant’s report, plus interest (as set forth in Section 4.59.5) from the original due date. The Auditing Party will cause their independent third-party auditors not Any overpayment by VIT revealed by an audit shall be credited against future payments owed by VIT to provide ChemoCentryx (and if no further payments are due, shall be refunded by ChemoCentryx at the Auditing Party with any copies request of VIT). ChemoCentryx shall bear the full cost of such accounts, records or reports and not to disclose to the Auditing Party any information other than information relating solely to the accuracy of the accounting and payments made by Purchaser pursuant to this Article 4. The Auditing Party will cause its independent third-party auditors to promptly provide a copy of their report to Purchaser. If such audit determines that payments are due to Spectrum, Purchaser will pay to Spectrum any such additional amounts within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party, unless such audit report is disputed by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to Spectrum, Spectrum will refund any such overpaid amounts to Purchaser within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless such audit discloses a deficiency in the payments made an underpayment by Purchaser (whether for itself or on behalf of its Affiliates) VIT of more than [***] five percent ([***]5%) of the aggregate amount payable of royalties or other payments due under this Agreement for the relevant periodany applicable Calendar Quarter, in which case Purchaser will case, VIT shall bear the cost of such audit. Each of the parties agrees that all information subject to review under this Section 4.5 is Purchaser’s Confidential Information that is subject to Spectrum’s confidentiality and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will cause its independent third-party auditors to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industry.

Records; Audit. Purchaser will, Ribomic and will cause its Affiliates to, and Sublicensees shall keep and maintain for [***] years after from the relevant calendar quarter date of each payment of royalties and Sublicense Income Payments hereunder complete and accurate books records of gross sales and records Net Sales by Ribomic and its Affiliates and Sublicensees of each Licensed Product, in sufficient detail so that Net Sales to allow royalty 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. payments made hereunder can and Sublicense Income Payments to be properly calculateddetermined accurately. No more frequently than once during each calendar year during Archemix shall have the Term and once during the right for a period of [***] year period thereafteryears after receiving any such royalty payment and Sublicense Income Payments to appoint at its expense an independent certified public accountant reasonably acceptable to Ribomic to audit the relevant records of Ribomic and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Ribomic and its Affiliates and Sublicensees shall each make its records available for audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (the party requesting an audit, the “Auditing Party”) and with at least upon [***] days advance written notice at from Archemix, solely to verify that royalty payments and Sublicense Income Payments hereunder were correctly determined. Such audit right shall not be exercised by Archemix more than once in any time during normal business hours, accompanied at all times, to inspect, audit and copy reasonable amounts of relevant accounts and records of Purchaser and its Affiliates and reports submitted to Purchaser and its Affiliates pertaining to a Payment Period that is not earlier Calendar Year or more than [***] months from the date with respect to sales of conclusion a particular Licensed Product in a particular period. All records made available for audit shall be deemed to be Confidential Information of the Ribomic or its Affiliates or Sublicensees, as applicable. The results of each audit, for if any, shall be binding on both Parties. In the sole purpose of verifying the accuracy of the calculation of payments to Spectrum pursuant to this Article 4. The accountsevent there was an underpayment by Ribomic hereunder, records and reports related to Ribomic shall promptly (but in any particular period of time may only be audited one time under this Section 4.5. The Auditing Party will cause their independent third-party auditors not to provide the Auditing Party with any copies of such accounts, records or reports and not to disclose to the Auditing Party any information other event no later than information relating solely to the accuracy of the accounting and payments made by Purchaser pursuant to this Article 4. The Auditing Party will cause its independent third-party auditors to promptly provide a copy of their report to Purchaser. If such audit determines that payments are due to Spectrum, Purchaser will pay to Spectrum any such additional amounts within [***] Business Days days after Ribomic’s receipt of the date on which such auditor’s written report is delivered so concluding) make payment to Purchaser and Archemix of any shortfall. Archemix shall bear the Auditing Party, unless full cost of such audit report is disputed by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to Spectrum, Spectrum will refund any such overpaid amounts to Purchaser within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless such audit discloses a deficiency in the payments made an underreporting by Purchaser (whether for itself or on behalf of its Affiliates) Ribomic of more than [***] percent ([***]%) of the aggregate amount of royalty payments and/or Sublicense Income Payments payable for the relevant periodin any Calendar Year, in which case Purchaser will bear the cost of Ribomic shall reimburse Archemix for all costs incurred by Archemix in connection with such audit. Each of the parties agrees that all information subject to review under this Section 4.5 is Purchaser’s Confidential Information that is subject to Spectrum’s confidentiality and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will cause its independent third-party auditors to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industry.

Records; Audit. Purchaser willLicensee shall maintain, and will shall cause its Affiliates toand Sublicensees to maintain, keep complete and maintain accurate records of Licensed Products that are made, used, sold, leased or transferred under this Agreement, any amounts payable to Harvard in relation to such Licensed Products and all Non-Royalty Sublicense Income received by Licensee and its Affiliates, which records shall contain sufficient information to permit Harvard to confirm the accuracy of any reports or notifications delivered to Harvard under Section 5.1 (Reports and Payments). Licensee or its Affiliates or its Sublicensees, as applicable, shall retain such records relating to a given Calendar Quarter for at least [***] years after the relevant calendar quarter complete conclusion of the Calendar Year in which such Calendar Quarter falls, during which time Harvard will have the right, at its expense, to cause an independent, certified public accountant reasonably acceptable to Licensee to inspect such records during normal business hours solely for the purposes of and accurate books and records in sufficient detail so that Net Sales to the extent required for verifying the accuracy of any reports and payments made hereunder can delivered under this Agreement. Such accountant or other auditor, as applicable, shall be properly calculatedunder reasonable written obligations of confidentiality to the audited party and shall not disclose to Harvard any information other than information relating to the accuracy of reports and payments delivered under this Agreement. No In addition, the auditor shall disclose its draft conclusions to Licensee and Harvard, and the basis for such conclusions to Licensee, prior to making its final report to Harvard, and shall reasonably consider Licensee’s comments in response thereto (if any). The accounting records as to any accounting period shall not be audited more frequently than once during each calendar year during the Term and once during the once, nor more than [***] year period thereafter, Purchaser will permit independent third-party auditors appointed by Spectrum years after the end of such accounting period. The parties shall reconcile any underpayment or Bayer (the party requesting an audit, the “Auditing Party”) and with at least overpayment within [***] days advance notice at any time during normal business hours, accompanied at all times, to inspect, audit and copy reasonable amounts of relevant accounts and records of Purchaser and its Affiliates and reports submitted to Purchaser and its Affiliates pertaining to a Payment Period that is not earlier than [***] months from after the date of conclusion accountant delivers the results of the audit, for the sole purpose of verifying the accuracy of the calculation of payments to Spectrum pursuant to this Article 4. The accounts, records and reports related to If any particular period of time may only be audited one time audit performed under this Section 4.5. The Auditing Party will cause their independent third-party auditors not to provide the Auditing Party with any copies 5.3 (Records; Audit) reveals an underpayment in excess of such accounts, records or reports and not to disclose to the Auditing Party any information other than information relating solely to the accuracy of the accounting and payments made by Purchaser pursuant to this Article 4. The Auditing Party will cause its independent third-party auditors to promptly provide a copy of their report to Purchaser. If such audit determines that payments are due to Spectrum, Purchaser will pay to Spectrum any such additional amounts within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party, unless such audit report is disputed by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to Spectrum, Spectrum will refund any such overpaid amounts to Purchaser within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless such audit discloses a deficiency in the payments made by Purchaser (whether for itself or on behalf of its Affiliates) of more than [***] percent ([***]%) of the aggregate amount payable in any Calendar Year, then Licensee shall reimburse Harvard for the relevant period, [***] in which case Purchaser will bear the cost of connection with such audit. Each of the parties agrees that all information subject to review Harvard may exercise its rights under this Section 4.5 is Purchaser’s Confidential Information that is subject 5.3 (Records; Audit) only once every Calendar Year, only once with respect to Spectrum’s confidentiality any given records and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will cause its independent third-party auditors to also retain all such information subject only with reasonable prior notice to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industryaudited entity.

Records; Audit. Purchaser will, Landlord shall maintain in a safe and will cause orderly manner all of its Affiliates to, keep and maintain for [***] years after the relevant calendar quarter complete and accurate books and records in sufficient detail so that Net Sales and payments made hereunder can be properly calculated. No more frequently than once during each calendar year during the Term and once during the [***] year period thereafter, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (the party requesting an audit, the “Auditing Party”) and with at least [***] days advance notice at any time during normal business hours, accompanied at all times, to inspect, audit and copy reasonable amounts of relevant accounts and records of Purchaser and its Affiliates and reports submitted to Purchaser and its Affiliates pertaining to a Payment Period that is not earlier than [***] months from the date of conclusion of the audit, for the sole purpose of verifying the accuracy of the calculation of payments to Spectrum Additional Rent payable pursuant to this Article 4. The accounts, records and reports related to any particular 4 for a period of time may only three (3) years after the completion of each calendar year. Landlord shall maintain such records on a current basis and in sufficient detail to permit adequate review thereof and, at all reasonable times, copies of such records shall be audited one time under available to Tenant’s accounting personnel (but not other representatives except as set forth in this Section 4.5. The Auditing Party will cause their independent third-party auditors not to provide ) for such purposes at the Auditing Party with any copies of such accounts, records or reports and not to disclose to the Auditing Party any information other than information relating solely to the accuracy management office of the accounting Project. In connection with such inspection, Tenant and payments made Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and regulations regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. If Tenant disputes the Landlord’s Statement provided under Section 4.4 above, provided a monetary Event of Default does not exist, Tenant may, by Purchaser pursuant written notice to Landlord within one hundred twenty (120) days after receipt of Landlord’s Statement for a particular Comparison Year, cause an audit to be commenced of the Operating Expenses and Property Taxes for such Comparison Year by a nationally or regionally recognized firm of certified public accountants on a non-contingency fee basis, at Tenant’s sole expense, to verify if Landlord’s Statement was accurate, and for the avoidance of doubt such audit may include review of whether any expense was properly allocated or charged to Tenant in accordance with this Article 4. The Auditing Party will cause its independent third-party auditors to promptly provide a copy of their report to PurchaserLease. If such audit determines that payments are due to Spectrumreveals an overpayment of Operating Expenses and/or Property Taxes for the year covered by such Landlord’s Statement, Purchaser will pay to Spectrum any then, provided Landlord does not dispute the result of such additional amounts audit, Landlord shall refund the overpayment within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party, unless such audit report is disputed by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10thirty (30) days. If such audit determines reveals an underpayment of Operating Expenses and/or Property Taxes for the year covered by such Landlord’s Statement then Tenant shall pay the same within thirty (30) days, or if the Term has expired, within thirty (30) days after receipt of the audit results. Tenant’s failure to dispute a Landlord’s Statement and commence an audit of Operating Expenses and Property Taxes within ninety (90) days after receipt of Landlord’s Statement for a particular Comparison Year shall constitute Tenant’s acknowledgment of the accuracy of such Landlord’s Statement. Tenant agrees to keep the results of any audit hereunder confidential, except as required by law and/or to enforce Tenant’s rights hereunder. Tenant agrees to pay the cost of any audit hereunder by Tenant; provided that Purchaser if it is finally determined with respect to any Comparison Year, that Landlord has overpaid any amounts to Spectrum, Spectrum will refund any such overpaid amounts to Purchaser within [***] Business Days after the date on which such auditorbilled Tenant for Tenant’s written report is delivered to Purchaser Percentage Share of Operating Expenses and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless such audit discloses a deficiency in the payments made by Purchaser (whether for itself or on behalf of its Affiliates) of Property Taxes more than [***] three percent ([***]3%) in excess of the aggregate amount payable Operating Expenses and Property Taxes that Tenant should pay for such Comparison Year pursuant to the relevant periodterms of the Lease, in which case Purchaser will bear then Landlord shall pay the reasonable cost of such audit. Each of the parties agrees that all information subject to review under this Section 4.5 is Purchaser’s Confidential Information that is subject to Spectrum’s confidentiality and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will cause its independent third-party auditors to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industry.

Records; Audit. Purchaser willNuvelo shall keep or cause to be kept such records as are required in sufficient detail to track and determine (in a manner consistent with GAAP) the accuracy of calculations of all sums or credits due under this License Agreement and to accurately account for the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained for a period of the later of (i) a three (3) year period following the year in which any payments were made hereunder and/or (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or such longer period as may be required by law. Once per Calendar Year, Amgen shall have the option to engage (at its own expense) an independent certified public accountant, appointed by Amgen and will cause its Affiliates toreasonably acceptable to Nuvelo, keep and maintain for [***] years after to examine in confidence the relevant calendar quarter complete and accurate books and records in sufficient detail so that Net Sales and payments made hereunder can of Nuvelo as may be properly calculated. No more frequently than once during each calendar year during the Term and once during the [***] year period thereafternecessary to determine, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (the party requesting an auditwith respect to any Calendar Year, the “Auditing Party”) and with at least [***] days advance notice at correctness or completeness of any time during normal business hoursreport or payment required to be made under this License Agreement; provided however, accompanied at all times, to inspect, audit and copy reasonable amounts of relevant accounts that the books and records for any particular Calendar Year shall only be subject to one audit. The report of Purchaser and its Affiliates and reports submitted to Purchaser and its Affiliates pertaining such accountant shall be limited to a Payment Period that certificate verifying any report made or payment submitted by Nuvelo during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is not earlier unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Nuvelo hereunder. If any audit performed under this Section 7.2 discloses a variance of more than [***] months five percent (5%) from the date of conclusion amount of the audit, for the sole purpose of verifying the accuracy of “original report; showing the calculation of payments a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Spectrum pursuant to Amgen under section 5.7 of this Article 4. The accountsLicense Agreement, records and reports related to any particular period of time may only be audited one time under this Section 4.5. The Auditing Party will cause their independent third-party auditors not to provide Nuvelo shall bear the Auditing Party with any copies of such accounts, records or reports and not to disclose to the Auditing Party any information other than information relating solely to the accuracy full cost of the accounting and payments made by Purchaser pursuant to this Article 4. The Auditing Party will cause its independent third-party auditors to promptly provide a copy of their report to Purchaser. If such audit determines that payments are due to Spectrum, Purchaser will pay to Spectrum any such additional amounts within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party, unless such audit report is disputed by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to Spectrum, Spectrum will refund any such overpaid amounts to Purchaser within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless such audit discloses a deficiency in the payments made by Purchaser (whether for itself or on behalf of its Affiliates) of more than [***] percent ([***]%) of the aggregate amount payable for the relevant period, in which case Purchaser will bear the cost performance of such audit. Each Upon the expiration of three (3) years following the parties agrees that all information subject end of any Calendar Year, the calculation of any such amounts payable with respect to review under this Section 4.5 is Purchaser’s Confidential Information that is subject to Spectrum’s confidentiality such Calendar Year shall be binding and non-use obligations under Section 9.5.2conclusive upon Amgen, and the Auditing Party agrees that it will cause its independent third-party auditors Nuvelo shall be released from any liability or accountability with respect to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industry.amounts for such Calendar Year. Amgen Contract #200200784 15

Records; Audit. Purchaser will, Landlord shall maintain in a safe and will cause orderly manner all of its Affiliates to, keep and maintain for [***] years after records pertaining to the relevant calendar quarter complete and accurate books Additional Rent (including Direct Expenses and records in sufficient detail so that Net Sales and payments made hereunder can be properly calculated. No more frequently than once during each calendar year during relating to any reassessments applicable to the Term and once during the [***] year period thereafter, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (the party requesting an audit, the “Auditing Party”Project) and with at least [***] days advance notice at any time during normal business hours, accompanied at all times, to inspect, audit and copy reasonable amounts of relevant accounts and records of Purchaser and its Affiliates and reports submitted to Purchaser and its Affiliates pertaining to a Payment Period that is not earlier than [***] months from the date of conclusion of the audit, for the sole purpose of verifying the accuracy of the calculation of payments to Spectrum payable pursuant to this Article 4. The accounts, records and reports related to any particular 5 for a period of time may only be audited one time under this Section 4.5three (3) years after the completion of each calendar year. The Auditing Party will cause their independent third-party auditors not Landlord shall maintain such records on a current basis and in sufficient detail to provide the Auditing Party with any permit adequate review thereof and, at all reasonable times, copies of such accounts, records or reports and shall be available to Tenant’s accounting personnel (but not to disclose to other representatives except as set forth in this Section 5.5) for such purposes at the Auditing Party any information other than information relating solely to the accuracy management office of the accounting Project. In connection with such inspection, Tenant and payments made Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and regulations regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. If Tenant disputes the year-end statement provided under Section 5.2 above, provided an Event of Default (as defined in Article 22) does not exist, Tenant may, by Purchaser pursuant written notice to this Article 4. The Auditing Party will Landlord within ninety (90) days after receipt of Landlord’s statement for a particular Lease Year, cause its independent thirdan audit to be commenced of the Direct Expenses for such Lease Year by a nationally or regionally recognized firm of certified public accountants on a non-party auditors contingency fee basis, at Tenant’s sole expense, to promptly provide a copy of their report to Purchaserverify if Landlord’s statement was accurate. If such audit determines that payments are due to Spectrumreveals an overpayment of Direct Expenses for the year covered by such statement, Purchaser will pay to Spectrum any then, provided Landlord does not dispute the result of such additional amounts audit, Landlord shall refund the overpayment within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party, unless such audit report is disputed by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10thirty (30) days. If such audit determines reveals an underpayment of Direct Expenses for the year covered by the most recent statement, then Tenant shall pay the same within thirty (30) days, or if the Term has expired, within fifteen (15) days after receipt of the audit results. Tenant’s failure to dispute a year-end statement and commence an audit of Direct Expenses within ninety (90) days after receipt of Landlord’s statement for a particular Lease Year shall constitute Tenant’s acknowledgment of the accuracy of such statement. No audit hereunder shall be permitted after termination of the Lease, and Tenant agrees to keep the results of any audit hereunder confidential, except as required by law and/or to enforce Tenant’s rights hereunder. Tenant agrees to pay the cost of any audit hereunder by Tenant; provided that Purchaser if it is finally determined with respect to any Lease Year, that Landlord has overpaid any amounts to Spectrum, Spectrum will refund any such overpaid amounts to Purchaser within [***] Business Days after the date on which such auditorbilled Tenant for Tenant’s written report is delivered to Purchaser and the Auditing Party. Any such inspection share of records will be at Spectrum’s expense unless such audit discloses a deficiency in the payments made by Purchaser (whether for itself or on behalf of its Affiliates) of Direct Expenses more than [***] five percent ([***]5%) in excess of the aggregate amount payable Direct Expenses that Tenant should pay for such Lease Year pursuant to the relevant periodterms of the Lease, in which case Purchaser will bear then Landlord shall pay the reasonable cost of such audit. Each of the parties agrees that all information subject to review under this Section 4.5 is Purchaser’s Confidential Information that is subject to Spectrum’s confidentiality and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will cause its independent third-party auditors to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industry.

Records; Audit. Purchaser will, Ophthotech and will cause its Affiliates to, and Sublicensees shall keep and maintain complete and accurate records (a) of gross sales, Net Sales, and Sublicense Income received by Ophthotech and its Affiliates and Sublicensees of each Licensed Product and (b) relating to C5 Rights Transfer Transaction payments with respect to which the payment obligations set forth in Section 4.5 apply, in each case ((a) and (b)) for [**] years from the date of each applicable payment to Archemix and in sufficient detail to allow the amount of such payment to be determined accurately. Archemix shall have the right for a period of [**] years after receiving any such payment to appoint at its expense an independent certified public accountant reasonably acceptable to Ophthotech to audit the relevant calendar quarter complete records of Ophthotech and accurate books its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Ophthotech and its Affiliates and Sublicensees shall each make its records in sufficient detail so that Net Sales and payments made hereunder can be properly calculated. No more frequently than once available for audit by such independent certified public accountant during each calendar year during the Term and once during the regular business hours at such place or places where such records are customarily kept, upon [***] year period thereafter, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (the party requesting an audit, the “Auditing Party”) and with at least [***] days advance written notice at any time during normal business hoursfrom Archemix, accompanied at all times, solely to inspect, verify that payments hereunder were correctly determined. Such audit and copy reasonable amounts of relevant accounts and records of Purchaser and its Affiliates and reports submitted to Purchaser and its Affiliates pertaining to a Payment Period that is right shall not earlier be exercised by Archemix more than [***] months from the date of conclusion of the auditin any Calendar Year, for the sole purpose of verifying the accuracy of the calculation of payments to Spectrum pursuant to this Article 4. The accounts, records and reports related to any particular period of time may only be audited one time under this Section 4.5. The Auditing Party will cause their independent third-party auditors not to provide the Auditing Party with any copies of such accounts, records or reports and not to disclose to the Auditing Party any information other more than information relating solely to the accuracy of the accounting and payments made by Purchaser pursuant to this Article 4. The Auditing Party will cause its independent third-party auditors to promptly provide a copy of their report to Purchaser. If such audit determines that payments are due to Spectrum, Purchaser will pay to Spectrum any such additional amounts within [***] Business Days after the date on which such auditor’s written report is delivered ]with respect to Purchaser and the Auditing Partysales of a particular Licensed Product in a particular period, unless such audit report is disputed by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to Spectrum, Spectrum will refund any such overpaid amounts to Purchaser within or more than [**]with respect to any C5 Rights Transfer Transaction payment. All records made available for audit shall be deemed to be Confidential Information of Ophthotech or its Affiliates or Sublicensees, as applicable. In the event there was an underpayment by Ophthotech hereunder, Ophthotech shall promptly (but in any event no later than [**] Business Days days after such shortfall is finally determined) make payment to Archemix of any shortfall. Archemix shall bear the date on which full cost of such auditor’s written report is delivered to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense audit unless such audit discloses a deficiency in the payments made an underreporting by Purchaser (whether for itself or on behalf of its Affiliates) Ophthotech of more than [***] ]percent ([***]%) of the aggregate amount payable for the relevant periodin any Calendar Year, in which case Purchaser will bear the cost of Ophthotech shall reimburse Archemix for all costs incurred by Archemix in connection with such audit. Each If either Party disputes the results of any such audit, then it may submit such matter for resolution pursuant to Section 10.2.2; provided that the Party not prevailing in such arbitration shall reimburse the other Party for [**] percent ([**]%) of the parties agrees that all information subject to review under this Section 4.5 is Purchasercosts and expenses (including attorneys’ fees) incurred by such other Party in connection with the conduct of such arbitration (including without limitation the Expert’s Confidential Information that is subject to Spectrum’s confidentiality fees and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will cause its independent third-party auditors to also retain all any administrative fees of such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industryarbitration).

Records; Audit. Purchaser Genzyme will, and will cause its Affiliates to, keep and maintain for [***] years after the relevant calendar quarter complete and accurate books and records in sufficient detail so that Net Sales and payments made hereunder can be properly calculated. No more frequently than once during each calendar year during the Term and once during the [***] year period thereafter, Purchaser Genzyme will permit independent third-party Alcafleu’s auditors appointed by Spectrum from Ernst & Young, KPMG, Deloitte, PricewaterhouseCoopers or Bayer (the party requesting an auditany other auditing firm to which Genzyme has no reasonable objection, the “Auditing Party”) and with at least [***] days advance notice at any time during normal business hours, accompanied at all times, to inspect, audit and copy reasonable amounts of relevant accounts and records of Purchaser Genzyme and its Affiliates and reports submitted to Purchaser Genzyme and its Affiliates pertaining to a Payment Period that is not earlier than [***] months from the date of conclusion of the auditSublicensees, for the sole purpose of verifying the accuracy of the calculation of payments to Spectrum Alcafleu pursuant to this Article Section 4. The accounts, records and reports related to any particular period of time may only be audited one time under this Section 4.54.4. The Auditing Party Alcafleu will cause their independent third-party its auditors not to provide the Auditing Party Alcafleu with any copies of such accounts, records or reports and not to disclose to the Auditing Party Alcafleu any information other than information relating solely to the accuracy of the accounting and payments made by Purchaser Genzyme pursuant to this Article Section 4. The Auditing Party Alcafleu will cause its independent third-party auditors to promptly provide a copy of their report to PurchaserGenzyme. If such audit determines that payments are due to SpectrumAlcafleu, Purchaser Genzyme will pay to Spectrum Alcafleu any such additional amounts within [***] Business Days days after the date on which such auditor’s written report is delivered to Purchaser Genzyme and the Auditing PartyAlcafleu, unless such audit report is disputed by PurchaserGenzyme, in which case the dispute will be resolved in accordance with Section 16.1015.10. If such audit determines that Purchaser Genzyme has overpaid any amounts to SpectrumAlcafleu, Spectrum Alcafleu will refund any such overpaid amounts to Purchaser Genzyme within [***] Business Days days after the date on which such auditor’s written report is delivered to Purchaser Genzyme and the Auditing PartyAlcafleu. Any such inspection of records will be at SpectrumAlcafleu’s expense unless such audit discloses a deficiency in the payments made by Purchaser Genzyme (whether for itself or on behalf of its Affiliates) of more than [***] percent ([***]%) of the aggregate amount payable for the relevant period, in which case Purchaser Genzyme will bear the cost of such audit. Each of the parties agrees that all information subject to review under this Section 4.5 4.4 is PurchaserGenzyme’s Confidential Information that is subject to SpectrumAlcafleu’s confidentiality and non-use obligations under Section 9.5.28.8.3, and the Auditing Party Alcafleu agrees that it will cause its independent third-party auditors accounting firm to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 8.8.3 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industry. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.

Records; Audit. Purchaser willshall keep, and will cause shall require its Affiliates toand Licensees to keep, keep and maintain for [***] years after the relevant calendar quarter complete and accurate books records pertaining to the sale or other disposition, and records the manufacture, of Royalty-Bearing Products (including, without limitation, Excluded U.S. TCs) in sufficient detail so that Net Sales to permit Seller to determine or confirm the accuracy of the amounts reported, paid and payments made hereunder can payable pursuant to the preceding provisions of this Section 4.12, which records shall be properly calculated. No more frequently than once during each calendar year during kept in the Term same manner, and once during shall contain the [***] year period thereaftersame level of detail, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (as the party requesting an audit, the “Auditing Party”) and with at least [***] days advance notice at any time during normal business hours, accompanied at all times, to inspect, audit and copy reasonable amounts of relevant accounts and records of Purchaser and its Affiliates keep with respect to sale or other disposition, and reports submitted the manufacture, of other pharmaceutical products sold or disposed of by them, and in any event in such manner and detail as are necessary for financial reporting purposes and the preparation of audited financial statements in accordance with applicable Accounting Standards. Purchaser will keep such books and records for three full Calendar Years following the Calendar Year to which they pertain, or such longer period of time as may be required by Legal Requirements. Upon reasonable prior notice and during regular business hours at such place or places where such records are customarily kept, the foregoing records of Purchaser, its Affiliates and Licensees related to the Royalty-Bearing Products (including, without limitation, the Excluded U.S. TCs) may be inspected on Seller’s behalf by an independent certified public accountant (the “Auditor”) selected by Seller and reasonably acceptable to Purchaser and its Affiliates pertaining to a Payment Period that is not earlier than [***] months from the date of conclusion of the audit, for the sole purpose of verifying for Seller the accuracy of the calculation of payments reports furnished by Purchaser and the Royalty Payments made, or required to Spectrum be made, to Seller pursuant to this Article 4Agreement for a period covering not more than the preceding three full Calendar Years. The accounts, records and reports related No Calendar Year shall be subject to any particular period of time may only be audited one time audit under this Section 4.54.12(d) more than once. The Auditing Party Auditor will cause their independent third-party auditors not execute a reasonable written confidentiality agreement with Purchaser and will disclose to Seller only such information as is reasonably necessary to provide the Auditing Party Seller with information regarding any copies of such accounts, records actual or reports potential discrepancies between amounts reported and not to disclose to the Auditing Party any information other than information relating solely to the accuracy of the accounting actually paid and payments made by Purchaser pursuant to amounts payable under this Article 4Agreement. The Auditing Party Auditor will cause its independent third-party auditors to promptly provide send a copy of their the report to Purchaser at the same time it is sent to Seller (the “Auditor’s Report”). The Auditor’s Report sent to both Parties will include the methodology and calculations used to determine the results. In the event that the Auditor’s Report reveals an underpayment by Purchaser, Purchaser shall pay the amount of such underpayment to Seller within 30 days after receipt of the Auditor’s Report. If Seller shall bear the full cost of such audit determines that payments are due to Spectrum, Purchaser will pay to Spectrum any such additional amounts within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party, unless such audit report is disputed reveals an underpayment of more than five percent by Purchaser, in which case Purchaser shall reimburse Seller for the dispute will be resolved in accordance with Section 16.10reasonable costs of such audit. If such audit determines that Purchaser has overpaid any amounts to Spectrum, Spectrum will refund any such overpaid amounts to Purchaser within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless such audit discloses a deficiency in the payments made by Purchaser (whether for itself or on behalf of its Affiliatese) of more than [***] percent ([***]%) of the aggregate amount payable for the relevant period, in which case Purchaser will bear the cost of such audit. Each of the parties agrees that all information subject to review under this Section 4.5 is Purchaser’s Confidential Information that is subject to Spectrum’s confidentiality and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will cause its independent third-party auditors to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industry.

Records; Audit. Purchaser will, Amgen and will cause its Affiliates to, shall keep and maintain for [***] years after the relevant calendar quarter complete and accurate records and books of account documenting in a detail sufficient to track and determine, in a manner consistent with GAAP, all revenues, expenses and Royalties due or other sums payable pursuant to this Licence Agreement and in compliance with the terms of this Licence Agreement. Such records shall be retained for a period of the later of (a) a [*] following the year in which any payments were made hereunder; (b) the expiration of the applicable tax statute of limitations (or any extensions thereof); or (c) such longer period as may be required by law. Amgen and its respective Affiliates shall permit independent accountants of internationally recognised standing retained by Celltech and reasonably acceptable to Amgen, upon reasonable prior written notice, to have access to its and its Affiliates' records and books and records in sufficient detail so that Net Sales and payments made hereunder can be properly calculated. No more frequently than once during each calendar year during the Term and once during the [***] year period thereafter, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (the party requesting an audit, the “Auditing Party”) and with at least [***] days advance notice at any time during normal business hours, accompanied at all times, to inspect, audit and copy reasonable amounts of relevant accounts and records of Purchaser and its Affiliates and reports submitted to Purchaser and its Affiliates pertaining to a Payment Period that is not earlier than [***] months from the date of conclusion of the audit, premises for the sole purpose of verifying determining the accuracy correctness of any payment of Royalties and other amounts due and payable under this Licence Agreement for any year ending no more than [*] prior to the calculation date of payments such request; provided however, that the books and records for any particular Calendar Year shall only be subject to Spectrum pursuant to this Article 4one audit. Such examination shall be conducted during regular business hours and no more than once in each Calendar Year. The accounts, records and reports related to any particular period of time may only be audited one time under this Section 4.5. The Auditing Party will cause their independent third-party auditors not to provide the Auditing Party with any copies report of such accountsaccountant shall be limited to a certificate verifying (or not verifying, records as the case may be) any report made or reports payment submitted by Amgen during such period. In the event the accountant shall be unable to verify the correctness of any such payment, the accountant's report shall specify why such payment is unverifiable and not to disclose to the Auditing Party amount of any information other than information relating solely to the accuracy of the accounting and payments made by Purchaser pursuant to this Article 4discrepancy. The Auditing Party will cause its independent third-party auditors to promptly provide Amgen shall receive a copy of their each such report concurrently with receipt by Celltech, and the Parties shall use good faith efforts to Purchaserresolve any discrepancies. All information contained in any such report shall be deemed Confidential Information hereunder. If such audit determines examination reveals that such costs or payments are due have been misstated, any adjustment shall be promptly refunded or paid, as appropriate. Celltech shall pay the fees and expenses of the accountant engaged to Spectrum, Purchaser will pay to Spectrum any such additional amounts within [***] Business Days after perform the date on which such auditor’s written report is delivered to Purchaser and the Auditing Partyaudit, unless such audit report reveals a net discrepancy of [*] ([*]%) or more for the period examined which is disputed by Purchaserto the disadvantage of Celltech, in which case Amgen shall pay all reasonable costs and expenses incurred by Celltech in the dispute will be resolved in accordance with Section 16.10course of making such determination. If such audit determines that Purchaser has overpaid Upon the expiration of [*] following the end of any amounts to SpectrumCalendar Year, Spectrum will refund the calculation of any such overpaid amounts payable with respect to Purchaser within [***] Business Days after the date on which such auditor’s written report is delivered year shall be binding and conclusive upon Celltech and Amgen shall be released from any liability or accountability with respect to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless amounts for such audit discloses a deficiency in the payments made by Purchaser (whether for itself or on behalf of its Affiliates) of more than [***] percent ([***]%) of the aggregate amount payable for the relevant period, in which case Purchaser will bear the cost of such audit. Each of the parties agrees that all information subject to review under this Section 4.5 is Purchaser’s Confidential Information that is subject to Spectrum’s confidentiality and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will cause its independent third-party auditors to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industryyear.

Records; Audit. Purchaser will, and will cause its Affiliates to, keep and VIVUS shall maintain for [***] years after the relevant calendar quarter complete and accurate books and records in accordance with GAAP in sufficient detail so that Net Sales to permit Purchaser to confirm the accuracy of the Manufacturing Costs, and payments made hereunder can any other financial measure relating to the Price of the Product payable under this Agreement, for a period of *** from the creation of individual records or any longer period required by Applicable Law. At Purchaser’s request, such records shall be properly calculated. No available for review at a location in the Purchaser Territory determined by Purchaser not more frequently than once during each calendar year during the Term and once during the [***] year period thereafter, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (the party requesting an audit, the “Auditing Party”) and with at least [***] days advance notice at any time during normal business hours, accompanied at all times, to inspect, audit and copy hours on a mutually agreed date with reasonable amounts of relevant accounts and records of advance notice) by an independent Third Party auditor selected by Purchaser and its Affiliates approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and reports submitted subject to Purchaser confidentiality and its Affiliates pertaining to a Payment Period that is not earlier non-use obligations no less stringent than [***] months from the date of conclusion those set forth in Article 11 of the audit, License Agreement for the sole purpose of verifying for Purchaser the accuracy of the calculation of payments to Spectrum pursuant to this Article 4. The accounts, records Manufacturing Costs and reports related to any particular period of time may only be audited one time under this Section 4.5. The Auditing Party will cause their independent third-party auditors not to provide the Auditing Party with any copies of such accounts, records or reports and not to disclose to the Auditing Party any information other than information relating solely to the accuracy of the accounting and payments made Price paid by Purchaser pursuant to this Article 4. The Auditing Party will cause its independent third-party auditors to promptly provide a copy Agreement or of their report to Purchaser. If such audit determines that payments are due to Spectrum, Purchaser will pay to Spectrum any such additional amounts within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party, unless such audit report is disputed by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to Spectrum, Spectrum will refund any such overpaid amounts to Purchaser within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless such audit discloses a deficiency in the payments made by Purchaser to VIVUS pursuant to this Agreement. Any such auditor shall not disclose VIVUS’s Confidential Information to Purchaser, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS or the amount of payments due by VIVUS under this Agreement. Any undisputed amounts finally determined to be owed but unpaid shall be paid within *** from the accountant’s report. Any amounts finally determined to have been overpaid may be credited to Purchaser against future payments to VIVUS hereunder. Purchaser shall bear the full cost of such audit unless such audit reveals an underpayment or under-reporting error of *** percent (whether for itself or on behalf of its Affiliates) of more than [***] percent ([***]%) of or more during the aggregate amount payable for the relevant applicable audit period, in which case Purchaser will VIVUS shall bear the full cost of such audit. Each of the parties agrees that all information subject to review under this Section 4.5 is Purchaser’s Confidential Information that is subject to Spectrum’s confidentiality and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will cause its independent third-party auditors to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industry.

Records; Audit. Purchaser willMedicis, and will cause its Affiliates toon behalf of the LLC, shall keep and maintain for [***] years after records relating to the relevant calendar quarter complete and accurate books and records in sufficient detail so that calculation of Net Sales and payments made hereunder can be properly calculatedthe fees under Section 4.1 in accordance with generally accepted accounting principles in the United States and provide copies of such records to Bioglan within ninety (90) days of termination of this Agreement. No more frequently than once during each calendar year during the Term During and once during the [***] year period thereafter, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (the party requesting an audit, the “Auditing Party”) and with at least [***] days advance notice at any time during normal business hourswithin six (6) months following termination of this Agreement, accompanied Bioglan, at all timesits expense, shall have the right to inspect, conduct one examination or audit and copy reasonable amounts of relevant accounts and said records of Purchaser the LLC which relate solely to the services provided hereunder and its Affiliates costs and reports submitted to Purchaser and its Affiliates pertaining to a Payment Period that is not earlier than [***] months from the date of conclusion of the auditexpenses incurred hereunder, for the sole purpose of verifying information provided by the accuracy of LLC and payments made to the calculation of payments to Spectrum pursuant to this Article 4LLC hereunder. The accounts, LLC and Medicis shall cooperate fully with the auditor and provide all reasonable access to records and reports related employees necessary to promptly complete this audit. During and at any particular period time within six (6) months following termination of time may only be audited one time under this Section 4.5. The Auditing Party will cause their Agreement, Bioglan, at its expense, shall have the right to appoint an independent third-party auditors not to provide the Auditing Party with any copies of such accounts, records or reports and not to disclose certified public accounting firm reasonably acceptable to the Auditing Party LLC and Medicis who will be bound by confidentiality terms reasonable to the LLC and Medicis, to conduct one audit of customer invoices for the Products for the sole purpose of verifying the information provided by the LLC and payments made to the LLC hereunder. Such auditor shall not disclose any information to Bioglan relating to the LLC's products or business other than information relating solely which pertains directly to the accuracy purpose of the accounting and payments made by Purchaser pursuant to this Article 4. The Auditing Party will cause its independent third-party auditors to promptly provide a copy of their report to Purchaseraudit. If any such examination or audit discloses an underpayment or overpayment hereunder, written notice of such fact, specifying the amount and basis of the underpayment or overpayment shall promptly be furnished to the LLC. Subject to the LLC's right to dispute the amount of any overpayment or underpayment, the amount of any overpayment upon resolution of such dispute, if any, shall be credited against future amounts owed to the LLC hereunder, or if there will be no such future amounts, the LLC shall refund the overpayment to Bioglan within thirty (30) days of such notice; and the amount of any underpayment shall be paid to the LLC within thirty (30) days after such disclosure. If the audit determines that payments are due to Spectrum, Purchaser will pay to Spectrum any such additional amounts within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party, unless such audit report is disputed LLC has overcharged Bioglan by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to Spectrum, Spectrum will refund any such overpaid amounts to Purchaser within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless such audit discloses a deficiency in the payments made by Purchaser (whether for itself or on behalf of its Affiliates) of more than [***] five percent ([***]5%) of the aggregate amount payable or more for the relevant period, in which case Purchaser will bear the cost of such audit. Each of the parties agrees that all information subject to review under this Section 4.5 is Purchaser’s Confidential Information that is subject to Spectrum’s confidentiality and non-use obligations fee under Section 9.5.24.1 for the period audited, and the Auditing Party agrees that it will cause its independent third-party auditors to also retain LLC shall promptly reimburse Bioglan for all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary reasonable expenses incurred in the accounting industryconducting said audit.

Records; Audit. Purchaser will, Ophthotech and will cause its Affiliates to, and Sublicensees shall keep and maintain complete and accurate records (a) of gross sales and Net Sales received by Ophthotech and its Affiliates and Sublicensees of each Licensed Product and (b) relating to PDGF Rights Transfer Transaction payments with respect to which the payment obligations set forth in Section 4.4 apply, in each case ((a) and (b)) for [**] years from the date of each applicable payment to Archemix and in sufficient detail to allow the amount of such payment to be determined accurately. Archemix shall have the right for a period of [**] years after receiving any such payment to appoint at its expense an independent certified public accountant reasonably acceptable to Ophthotech to audit the relevant calendar quarter complete records of Ophthotech and accurate books its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Ophthotech and its Affiliates and Sublicensees shall each make its records in sufficient detail so that Net Sales and payments made hereunder can be properly calculated. No more frequently than once available for audit by such independent certified public accountant during each calendar year during the Term and once during the regular business hours at such place or places where such records are customarily kept, upon [***] year period thereafter, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (the party requesting an audit, the “Auditing Party”) and with at least [***] days advance written notice at any time during normal business hoursfrom Archemix, accompanied at all times, solely to inspect, verify that payments hereunder were correctly determined. Such audit and copy reasonable amounts of relevant accounts and records of Purchaser and its Affiliates and reports submitted to Purchaser and its Affiliates pertaining to a Payment Period that is right shall not earlier be exercised by Archemix more than [***] months from the date of conclusion of the auditin any Calendar Year, for the sole purpose of verifying the accuracy of the calculation of payments to Spectrum pursuant to this Article 4. The accounts, records and reports related to any particular period of time may only be audited one time under this Section 4.5. The Auditing Party will cause their independent third-party auditors not to provide the Auditing Party with any copies of such accounts, records or reports and not to disclose to the Auditing Party any information other more than information relating solely to the accuracy of the accounting and payments made by Purchaser pursuant to this Article 4. The Auditing Party will cause its independent third-party auditors to promptly provide a copy of their report to Purchaser. If such audit determines that payments are due to Spectrum, Purchaser will pay to Spectrum any such additional amounts within [***] Business Days after the date on which such auditor’s written report is delivered with respect to Purchaser and the Auditing Partysales of a particular Licensed Product in a particular period, unless such audit report is disputed by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to Spectrum, Spectrum will refund any such overpaid amounts to Purchaser within or more than [**] with respect to any PDGF Rights Transfer Transaction payment. All records made available for audit shall be deemed to be Confidential Information of Ophthotech or its Affiliates or Sublicensees, as applicable. In the event there was an underpayment by Ophthotech hereunder, Ophthotech shall promptly (but in any event no later than [**] Business Days days after such shortfall is finally determined) make payment to Archemix of any shortfall. Archemix shall bear the date on which full cost of such auditor’s written report is delivered to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense audit unless such audit discloses a deficiency in the payments made an underreporting by Purchaser (whether for itself or on behalf of its Affiliates) Ophthotech of more than [***] percent ([***]%) of the aggregate amount payable for the relevant periodin any Calendar Year, in which case Purchaser will bear the cost of Ophthotech shall reimburse Archemix for all costs incurred by Archemix in connection with such audit. Each If either Party disputes the results of any such audit, then it may submit such matter for resolution pursuant to Section 10.2.2; provided that the Party not prevailing in such arbitration shall reimburse the other Party for [**] percent ([**]%) of the parties agrees that all information subject to review under this Section 4.5 is Purchasercosts and expenses (including attorneys’ fees) incurred by such other Party in connection with the conduct of such arbitration (including without limitation the Expert’s Confidential Information that is subject to Spectrum’s confidentiality fees and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will cause its independent third-party auditors to also retain all any administrative fees of such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industryarbitration).

Records; Audit. Purchaser will, and will cause its Affiliates to, keep and VIVUS shall maintain for [***] years after the relevant calendar quarter complete and accurate books and records in accordance with GAAP in sufficient detail so that Net Sales to permit Purchaser to confirm the accuracy of the Manufacturing Costs, and payments made hereunder can any other financial measure relating to the Price of the Product payable under this Agreement, for a period of five (5) years from the creation of individual records or any longer period required by Applicable Law. At Purchaser’s request, such records shall be properly calculated. No available for review at a Purchaser’s headquarters located at 1▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, or a mutually agreeable location determined by Parties not more frequently than once during each calendar year during the Term and once during the [***] year period thereafter, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (the party requesting an audit, the “Auditing Party”) and with at least [***] days advance notice at any time during normal business hours, accompanied at all times, to inspect, audit and copy hours on a mutually agreed date with reasonable amounts of relevant accounts and records of advance notice) by an independent Third Party auditor selected by Purchaser and its Affiliates approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and reports submitted subject to Purchaser confidentiality and its Affiliates pertaining to a Payment Period that is not earlier non-use obligations no less stringent than [***] months from the date of conclusion those set forth in Article 11 of the audit, License Agreement for the sole purpose of verifying for Purchaser the accuracy of the calculation of payments to Spectrum pursuant to this Article 4. The accounts, records Manufacturing Costs and reports related to any particular period of time may only be audited one time under this Section 4.5. The Auditing Party will cause their independent third-party auditors not to provide the Auditing Party with any copies of such accounts, records or reports and not to disclose to the Auditing Party any information other than information relating solely to the accuracy of the accounting and payments made Price paid by Purchaser pursuant to this Article 4. The Auditing Party will cause its independent third-party auditors to promptly provide a copy Agreement or of their report to Purchaser. If such audit determines that payments are due to Spectrum, Purchaser will pay to Spectrum any such additional amounts within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party, unless such audit report is disputed by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to Spectrum, Spectrum will refund any such overpaid amounts to Purchaser within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless such audit discloses a deficiency in the payments made by Purchaser to VIVUS pursuant to this Agreement. Any such auditor shall not disclose VIVUS’ Confidential Information to Purchaser, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS or the amount of payments due by VIVUS under this Agreement. Any undisputed amounts finally determined to be owed but unpaid shall be paid within thirty (whether for itself 30) days from the accountant’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or on behalf credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser shall bear the full cost of its Affiliates) such audit unless such audit reveals an underpayment or under-reporting error of more than [***] ten percent ([***]10%) of or more during the aggregate amount payable for the relevant applicable audit period, in which case Purchaser will VIVUS shall bear the full cost of such audit. Each of the parties agrees that all information subject to review under this Section 4.5 is Purchaser’s Confidential Information that is subject to Spectrum’s confidentiality and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will cause its independent third-party auditors to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industry.

Records; Audit. Purchaser will, and will cause its Affiliates to, Oracle shall keep and maintain for [***] years after the relevant calendar quarter complete and accurate books of account and records in sufficient detail so that Net Sales pertaining to its sublicense activities and payments made hereunder can be properly calculatedrevenues and the sublicense revenues from its Distributors. No more frequently than once during each calendar year during any twelve (12) month period, ISI Member may, at its sole expense, employ an independent Certified Public Accountant who is not compensated based on the Term and once during results of the [***] year period thereafter, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (the party requesting an audit, the “Auditing Party”) and with who is acceptable to Oracle, to inspect such books of account and records upon reasonable notice to Oracle, and at least [***] days advance notice at any a reasonable time during normal business hours, accompanied at all times, to inspect, audit and copy reasonable amounts of relevant accounts and records of Purchaser and its Affiliates and reports submitted to Purchaser and its Affiliates pertaining to a Payment Period that is not earlier than [***] months from the date of conclusion of the audit, hours for the sole purpose of verifying the accuracy of the calculation of payments Sublicense Fees and Technical Support Fees payable to Spectrum ISI Member pursuant to this Article 4Agreement. The accounts, records and reports related Unless necessary to any particular period establish in a court of time may only be audited one time under this Section 4.5. The Auditing Party will cause their independent third-party auditors not law the auditing party's right to provide the Auditing Party with any copies payment of such accounts, records Sublicense Fees or reports and not to disclose to the Auditing Party any information other than information relating solely to the accuracy of the accounting and payments made by Purchaser pursuant to this Article 4. The Auditing Party will cause its independent third-party auditors to promptly provide a copy of their report to Purchaser. If such audit determines that payments are due to Spectrum, Purchaser will pay to Spectrum any such additional amounts within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party, unless such audit report is disputed by Purchaser, Technical Support Fees hereunder (in which case the dispute will be resolved Certified Public Accountant shall request a protective order), such Certified Public Accountant shall hold all information obtained in accordance strict confidence; shall not disclose such information to any other person or entity (except ISI Member) without Oracle's prior written consent; and shall not disclose to ISI Member any information regarding Oracle's business other than any noncompliance by Oracle with Section 16.10the fee payment provisions hereof. If an audit reveals that Oracle has underpaid fees to ISI Member, Oracle shall pay such audit determines that Purchaser has overpaid any amounts underpaid fees to Spectrum, Spectrum will refund any ISI Member within forty-five (45) days after the end of the then-current month plus interest on such overpaid amounts to Purchaser within underpaid fees at the then [**] for the period of time starting [ * ] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. when such underpaid fees were owed to the time when such underpaid fees are paid to ISI Member, if the underpaid fees exceed the greater of (a) [*] Business Days after of the date on which such auditor’s written report is delivered to Purchaser Sublicense Fees and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless such audit discloses a deficiency in the payments made by Purchaser Technical Support Fees paid or (whether for itself or on behalf of its Affiliatesb) of more than [**] then Oracle shall also pay ISI Member's reasonable costs of conducting the audit up to maximum of [*] percent ([***]%) of the aggregate amount payable for the relevant period, in which case Purchaser will bear the cost of such audit. Each of the parties agrees that all information subject to review under this Section 4.5 is Purchaser’s Confidential Information that is subject to Spectrum’s confidentiality and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will cause its independent third-party auditors to also retain all such information subject notwithstanding anything to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary contrary in the accounting industrythis Section.

Records; Audit. Purchaser will, and will cause its Affiliates to, keep and VIVUS shall maintain for [***] years after the relevant calendar quarter complete and accurate books and records in accordance with GAAP in sufficient detail so that Net Sales to permit Purchaser to confirm the accuracy of the Manufacturing Costs, and payments made hereunder can any other financial measure relating to the Price of the Product payable under this Agreement, for a period of [**] from the creation of individual records or any longer period required by Applicable Law. At Purchaser’s request, such records shall be properly calculated. No available for review at a location in the Purchaser Territory determined by Purchaser not more frequently than once during each calendar year during the Term and once during the [***] year period thereafter, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (the party requesting an audit, the “Auditing Party”) and with at least [***] days advance notice at any time during normal business hours, accompanied at all times, to inspect, audit and copy hours on a mutually agreed date with reasonable amounts of relevant accounts and records of advance notice) by an independent Third Party auditor selected by Purchaser and its Affiliates approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and reports submitted subject to Purchaser confidentiality and its Affiliates pertaining to a Payment Period that is not earlier non-use obligations no less stringent than [***] months from the date of conclusion those set forth in Article 11 of the audit, License Agreement for the sole purpose of verifying for Purchaser the accuracy of the calculation of payments to Spectrum pursuant to this Article 4. The accounts, records Manufacturing Costs and reports related to any particular period of time may only be audited one time under this Section 4.5. The Auditing Party will cause their independent third-party auditors not to provide the Auditing Party with any copies of such accounts, records or reports and not to disclose to the Auditing Party any information other than information relating solely to the accuracy of the accounting and payments made Price paid by Purchaser pursuant to this Article 4Agreement or of any payments made by Purchaser to VIVUS pursuant to this Agreement. The Auditing Party will cause its independent third-party auditors to promptly provide a copy of their report Any such auditor shall not disclose VIVUS’s Confidential Information to Purchaser, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS or the amount of payments due by VIVUS under this Agreement. If such audit determines that payments are due Any undisputed amounts finally determined to Spectrum, Purchaser will pay to Spectrum any such additional amounts be owed but unpaid shall be paid within [***] Business Days after from the date on which such auditoraccountant’s written report is delivered report. Any amounts finally determined to have been overpaid may be credited to Purchaser and against future payments to VIVUS hereunder. Purchaser shall bear the Auditing Party, full cost of such audit unless such audit report is disputed by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to Spectrum, Spectrum will refund any such overpaid amounts to Purchaser within reveals an underpayment or under-reporting error of [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless such audit discloses a deficiency in the payments made by Purchaser (whether for itself or on behalf of its Affiliates) of more than [***] percent ([***]%) of or more during the aggregate amount payable for the relevant applicable audit period, in which case Purchaser will VIVUS shall bear the full cost of such audit. Each of the parties agrees that all information subject to review under this Section 4.5 is Purchaser’s Confidential Information that is subject to Spectrum’s confidentiality and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will cause its independent third-party auditors to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industry.

Records; Audit. Purchaser willIAB, and will Interactive Advertising Bureau, Inc., and/or IAB Tech Lab may promulgate auditing rules concerning compliance with this Agreement following consultation with the Legal Affairs Council of the Interactive Advertising Bureau, Inc. Upon such promulgation, on an annual basis: (i) each Downstream Participant, at its own expense, shall cause its Affiliates to, keep and maintain for [***] years after the relevant calendar quarter complete and accurate books and records in sufficient detail so that Net Sales and payments made hereunder can be properly calculated. No more frequently than once during each calendar year during the Term and once during the [***] year period thereafter, Purchaser will permit an independent third-party auditors appointed by Spectrum or Bayer auditor reasonably acceptable to IAB to: (a) audit Signatory’s records demonstrating its compliance with the terms of this Agreement (the party requesting an audit“Records”); and (b) provide IAB and/or its auditing review representative, as directed by IAB, with the “Auditing Party”) results and with at least [***] days advance notice at any time during normal business hours, accompanied at all times, to inspect, audit and copy reasonable amounts of relevant accounts and records of Purchaser and its Affiliates and reports submitted to Purchaser and its Affiliates pertaining to a Payment Period that is not earlier than [***] months from the date of conclusion of the auditconclusions (which, for the sole purpose avoidance of verifying the accuracy of the calculation of payments to Spectrum pursuant to this Article 4. The accountsdoubt, records and reports related to any particular period of time may only shall be audited one time under this Section 4.5. The Auditing Party will cause their independent third-party auditors not to provide the Auditing Party with any copies treated as Records) of such accountsaudit; and (ii) each Publisher shall self-certify as to its compliance with this Agreement, records or reports and not and, upon request, shall provide to disclose to IAB and/or its designated auditing review representative documentation substantiating the Auditing Party any information other than information relating solely to the accuracy of the accounting and payments made by Purchaser pursuant to this Article 4. The Auditing Party will cause its independent third-party auditors to promptly provide a copy of their report to Purchasersame (“Documentation”). If any such audit determines of Downstream Participant or self-certification and/or provision of Documentation by Publisher reveals that payments are due such Signatory is in breach of this Agreement, IAB may: (A) require such Signatory to Spectrumundergo another audit and/or provide additional Documentation to validate compliance; or (B) without waiving any rights hereunder, Purchaser will pay to Spectrum any such additional amounts within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party, unless such audit report is disputed by Purchaser, in which case the dispute will be resolved exercise its rights in accordance with Section 16.105.3. If such audit determines that Purchaser has overpaid any amounts to Spectrum, Spectrum will refund any such overpaid amounts to Purchaser within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party. Any such inspection of records Each Signatory will be at Spectrum’s expense unless such audit discloses a deficiency required to maintain its Records and Documentation for up to two (2) years, as specified in the payments made by Purchaser auditing or self-certification program, and, upon written request from IAB or IAB’s designated auditing review representative (whether for itself if applicable), provide such Records or on behalf of its Affiliates) of more than [***] percent Documentation to IAB, IAB’s designated auditing review representative ([***]%) of if applicable), and/or the aggregate amount payable for the relevant period, in which case Purchaser will bear the cost of such audit. Each of the parties agrees that all information subject to review under this Section 4.5 is Purchaser’s Confidential Information that is subject to Spectrum’s confidentiality and nonIAB-use obligations under Section 9.5.2, and the Auditing Party agrees that it will cause its independent approved third-party auditors auditing firms engaged by Signatories (collectively, the “Approved Parties”). IAB shall use such Records and Documentation only to also retain all perform its obligations hereunder and shall disclose such information subject Records and Documentation only to the nonApproved Parties, all involved Signatories, and to any other third party as required by applicable law. No Signatory shall be required to turn over Records or Documentation in violation of any confidentiality obligation imposed on it by another Signatory or by a third party. Approved Parties may use such Records and Documentation solely to evaluate the Signatory’s (and any other Signatory’s) compliance with the terms of this Agreement and/or the then-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industryapplicable auditing rules.

Records; Audit. Purchaser will, and will cause its Affiliates to, Teva / Sicor shall keep and maintain for [***] years after the relevant calendar quarter complete and accurate books and records in sufficient detail so that the normal course of business in the Territory identifying annual (on a calendar year basis) sales of the Product in units and values, Net Sales and payments made hereunder can be properly calculateddeductions therefrom, gross revenue received, cost of goods sold, credits applied for returned units, and the amounts due Antares. No Teva / Sicor shall maintain such books and records for two (2) years from the date of payment or until any relevant dispute has been resolved, whichever is longer. Upon Antares’ reasonable request, and at Antares’ sole expense, but no more frequently than once during each calendar year during the Term term of the Agreement, Teva / Sicor shall permit an independent certified public accountant to examine such books and once during the [***] year period thereafter, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (the party requesting an audit, the “Auditing Party”) and with at least [***] days advance records on behalf of Antares upon reasonable notice at any time during normal business hours, accompanied at all times, . Such independent certified public accountant shall sign a confidentiality and non-disclosure agreement in form and substance reasonably satisfactory to inspect, audit Teva / Sicor and copy reasonable amounts of relevant accounts and records of Purchaser and its Affiliates and reports submitted to Purchaser and its Affiliates pertaining to a Payment Period that is shall not earlier than [***] months from the date of conclusion of the audit, for the sole purpose of verifying the accuracy of the calculation of payments to Spectrum pursuant to this Article 4. The accounts, records and reports related to any particular period of time may only be audited one time under this Section 4.5. The Auditing Party will cause their independent third-party auditors not to provide the Auditing Party with any copies of such accounts, records or reports and not to disclose to the Auditing Antares or any Third Party any information other than the amount of any inaccuracy. The report prepared by such accountant shall not disclose to Antares or to any Third Party any information relating solely except that which should properly be contained in a royalty report required under Section 7.1 hereof and such other information as reasonably shall be necessary to verify the accuracy calculation of the accounting and payments made by Purchaser pursuant to this Article 4Net Sales. The Auditing Party will cause its independent third-party auditors to promptly provide a copy of their report to Purchaser. If such audit determines that payments are due to Spectrum, Purchaser will pay to Spectrum any such additional amounts within [A ***] Business Days after * — Denotes portions omitted pursuant to a request for confidentiality under Rule 24b-2 of the date on which Securities Exchange Act of 1934. A copy of this agreement with the omitted information intact has been filed separately with the Securities and Exchange Commission. complete copy of the report of such auditor’s written report accountant shall be given to Teva / Sicor at the same time that it is delivered provided to Purchaser and the Auditing PartyAntares. If, unless such audit report is disputed by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to Spectrum, Spectrum will refund as a result of any such overpaid amounts examination, it is shown that Teva / Sicor’s payments to Purchaser Antares under this Section were less than the amount which should have been paid, then Teva / Sicor shall make all payments required to be made to eliminate any discrepancy revealed by the examination within [***] Business Days thirty (30) days after the date on which Antares’ demand therefor and, if such auditor’s written report is delivered to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless such audit discloses a deficiency in the payments made by Purchaser (whether for itself or on behalf of its Affiliates) of more than [***] discrepancy exceeds ten percent ([***]10%) of amounts paid to Antares, Teva / Sicor shall reimburse Antares for all costs and expenses incurred by Antares to perform the aggregate amount payable for the relevant period, in which case Purchaser will bear the cost of such audit. Each of the parties The interest charged on overdue payments pursuant to Section 7.1 hereof shall apply to any underpayments due from Teva / Sicor. Any overpayments shall be fully reimbursed to Teva / Sicor within thirty (30) days after Teva / Sicor’s demand therefor. Antares agrees that all information subject to review under this Section 4.5 7.5 or under any sublicense or supply agreement is Purchaser’s Confidential Information confidential and that is subject to Spectrum’s confidentiality Antares shall retain and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will shall cause its independent third-party auditors accountant to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industryconfidence.