Common use of Records; Inspection Clause in Contracts

Records; Inspection. During the term of this Agreement and for a period of [***] ([***]) years thereafter, Unity and its Affiliates shall keep complete, true and accurate books of account and records for the purpose of determining the amounts payable to Ascentage under this Agreement. Ascentage shall have the right to cause an independent, certified public accountant reasonably acceptable to Unity to audit such records to confirm gross sales, Net Sales and royalty payments for a period covering not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each of its Third Party Sublicensees to maintain similar books and records and to open such records for inspection by an independent, certified public accountant reasonably satisfactory to such Third Party Sublicensee, on behalf of, and as required by, Ascentage for the purpose of verifying payments hereunder, or (b) obtain such audits rights from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentage’s request and disclose the results thereof to Ascentage. All such inspections may be made no more than once each calendar year at reasonable times and on reasonable notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee shall be subject to audit more than one time hereunder. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results of any inspection hereunder shall be provided to both Parties, and Unity shall pay any underpayment to Ascentage within [***] ([***]) days. Inspections conducted under this Section 6.2 shall be at the expense of Ascentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above), unless a variation or error producing an increase exceeding [***] percent ([***]%) of the amount stated for any period is established in the course of any such inspection, whereupon all costs of such audit of such period will be paid by Unity.

Records; Inspection. During the term of this Agreement Licensee shall keep, and for a period of [***] ([***]) years thereafter, Unity and shall cause its Affiliates shall keep and Sublicensees to keep, complete, true and accurate books of account and records for the purpose of determining the royalty amounts payable to Ascentage under this Agreement. Ascentage shall have the right to cause an independent, certified public accountant reasonably acceptable to Unity to audit such records to confirm gross sales, Net Sales and royalty payments for a period covering not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each of its Third Party Sublicensees to maintain similar Such books and records shall be kept at Licensee’s, or at the applicable Affiliate’s or Sublicensee’s, principal place of business, for at least five (5) years following the end of the quarterly period to which they pertain. Licensee agrees that the books and to records of Licensee, and its Affiliates and Sublicensees, shall be open such records for inspection by an independent, certified public accountant reasonably satisfactory to CareFusion during such Third Party Sublicensee, on behalf of, and as required five (5)-year period by, Ascentage at CareFusion’s option, either CareFusion or a public accounting firm for whom the party to be inspected has no reasonable objection, for the purpose of verifying payments Royalty statements or any other payment obligations hereunder, or (b) obtain such audits rights from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentage’s request and disclose the results thereof to Ascentage. All such Such inspections may be made no more than once each calendar year year, at reasonable times and on reasonable notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee shall be subject to audit more than one time hereunder. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results of any inspection hereunder shall be provided to both Parties, and Unity shall pay any underpayment to Ascentage within [***] ([***]) days. Inspections conducted under this Section 6.2 5.5 shall be at the expense of Ascentage (and Ascentage will reimburse UnityCareFusion’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above)expense; provided, unless however, if a variation or error producing an increase exceeding [**THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.*] percent ([***]%) * of the amount stated owed for any period covered by the inspection is established in the course of any such inspection, whereupon then all reasonable costs of such audit of relating to the inspection for such period will and any unpaid amounts that are discovered shall be paid promptly by UnityLicensee to CareFusion, together with interest thereon from the date such payments were originally due at the lesser of **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** or the highest rate permissible by law, and any payment pursuant to this Section 5.5 shall be credited first to interest and then to any outstanding principal amount.

Records; Inspection. During the term of this Agreement Payor shall keep, and for a period of [***] ([***]) years thereaftershall require its Permitted Sellers to keep, Unity and its Affiliates shall keep complete, true and accurate books of account accounts and records for the purpose of determining the amounts payable basis and accuracy of payments to Ascentage be made under this Agreement. Ascentage Such records shall have the right to cause an independentbe kept in accordance with GAAP, certified public accountant reasonably acceptable to Unity to audit such records to confirm gross sales, showing Net Sales on country-by-country and royalty payments Licensed Product-by-Licensed Product basis, and Payor’s or its Permitted Sellers’ usual internal practices and procedures (which shall be commercially reasonable), consistently applied. Such books and records shall be kept for a period covering not more than the preceding at least [***] ([*]) years following the end of the Calendar Quarter to which they pertain. Such records will be open for inspection by Payee during such [*] ([*]) years. Unity agrees year period by independent accountants reasonably acceptable to either: (a) require each of its Third Party Sublicensees to maintain similar books and records and to open such records for inspection by an independentPayor, certified public accountant reasonably satisfactory to such Third Party Sublicensee, on behalf of, and as required by, Ascentage solely for the purpose of verifying payments the basis and accuracy of amounts in the payment statements hereunder, or (b) obtain such audits rights from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentage’s request and disclose the results thereof to Ascentage. All such Such inspections may shall be made no more than once [*] each calendar year Calendar Year, at reasonable times time and on reasonable notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee notice and shall be subject limited to audit more than one time hereunderinformation related to Licensed Products. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing Results of any such inspection. The results of any inspection hereunder shall be provided deemed to both Partiesbe Confidential Information of Payor. If any errors in favor of Payor are discovered in the course of such inspection, and Unity then within thirty (30) days of written request by Payee, Payor shall pay any underpayment Payee those amounts that Payee would have received in the absence of such errors, plus interest pursuant to Ascentage within [***] ([***]) daysand in accordance with Section 6.1(c). Inspections conducted under this Section 6.2 6.5 shall be at the expense of Ascentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above)Payee, unless a variation or error producing an increase in favor of Payor exceeding [***] percent ([***]%) of the amount stated due for any the period covered by the inspection is established in the course of any such inspection, whereupon all reasonable, documented costs of such audit of relating to the inspection for such period will be paid promptly by UnityPayor. In the event of overpayment to Payee, any amount of such overpayment shall be fully creditable against amounts payable for the immediately succeeding Calendar Quarter.

Records; Inspection. During the term of this Agreement and for a period of [***] ([***]) years thereafter, Unity and its Affiliates shall keep complete, true and accurate books of account and records for the purpose of determining the amounts payable to Ascentage under this Agreement. Ascentage shall have the right to cause an independent, certified public accountant reasonably acceptable to Unity to audit such records to confirm gross sales, Net Sales and royalty payments for a period covering not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each of its Third Party Sublicensees to maintain similar books and records and to open such records for inspection by an independent, certified public accountant reasonably satisfactory to such Third Party Sublicensee, on behalf of, and as required by, Ascentage for the purpose of verifying payments hereunder, or (b) obtain such audits rights from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentage’s request and disclose the results thereof to Ascentage. All such inspections may be made no more than once [***] each calendar year at reasonable times and on reasonable notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee shall be subject to audit more than one time hereunder. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results of any inspection hereunder shall be provided to both Parties, and Unity shall pay any underpayment to Ascentage within [***] ([***]) days. Inspections conducted under this Section 6.2 shall be at the expense of Ascentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above), unless a variation or error producing an increase exceeding [***] percent ([***]%) of the amount stated for any period is established in the course of any such inspection, whereupon all costs of such audit of such period will be paid by Unity.

Records; Inspection. During the term of this Agreement Payor shall keep, and for a period of [***] ([***]) years thereaftershall require its Permitted Sellers to keep, Unity and its Affiliates shall keep complete, true and accurate books of account accounts and records for the purpose of determining the amounts payable basis and accuracy of payments to Ascentage be made under this Agreement. Ascentage Such records shall have the right to cause an independentbe kept in accordance with GAAP, certified public accountant reasonably acceptable to Unity to audit such records to confirm gross sales, showing Net Sales on country-by-country and royalty payments Licensed Product-by-Licensed Product basis, and Payor’s or its Permitted Sellers’ usual internal practices and procedures (which shall be commercially reasonable), consistently applied. Such books and records shall be kept for a period covering not more than the preceding at least [***] ([***]) yearsyears following the end of the Calendar Quarter to which they pertain. Unity agrees to either: (a) require each of its Third Party Sublicensees to maintain similar books and Such records and to will be open such records for inspection by an independentPayee during such five (5) year period by independent accountants reasonably acceptable to Payor, certified public accountant reasonably satisfactory to such Third Party Sublicensee, on behalf of, and as required by, Ascentage solely for the purpose of verifying payments the basis and accuracy of amounts in the payment statements hereunder, or (b) obtain such audits rights from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentage’s request and disclose the results thereof to Ascentage. All such Such inspections may shall be made no more than once [*] each calendar year Calendar Year, at reasonable times time and on reasonable notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee notice and shall be subject limited to audit more than one time hereunderinformation related to Licensed Products. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing Results of any such inspection. The results of any inspection hereunder shall be provided deemed to both Partiesbe Confidential Information of Payor. If any errors in favor of Payor are discovered in the course of such inspection, and Unity then within thirty (30) days of written request by Payee, Payor shall pay any underpayment Payee those amounts that Payee would have received in the absence of such errors, plus interest pursuant to Ascentage within [***] ([***]) daysand in accordance with Section 6.1(c). Inspections conducted under this Section 6.2 6.5 shall be at the expense of Ascentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above)Payee, unless a variation or error producing an increase in favor of Payor exceeding [***] percent ([***]] %) of the amount stated due for any the period covered by the inspection is established in the course of any such inspection, whereupon all reasonable, documented costs of such audit of relating to the inspection for such period will be paid promptly by UnityPayor. In the event of overpayment to Payee, any amount of such overpayment shall be fully creditable against amounts payable for the immediately succeeding Calendar Quarter.

Records; Inspection. During the term of this Agreement TSD shall keep, and for a period of [***] ([***]) years thereaftershall require its Permitted Sellers to keep, Unity and its Affiliates shall keep complete, true and accurate books of account accounts and records for the purpose of determining the amounts payable basis and accuracy of payments to Ascentage be made under this Agreement. Ascentage Such records shall have be kept in accordance with generally accepted accounting principals, showing Net Sales of Product on a country-by-country and Product-by-Product bases, and TSD’s or its Permitted Sellers’ usual internal practices and procedures, consistently applied. Such books and records shall be kept for at least five (5) years following the right end of the calendar quarter to cause an independent, certified public accountant which they pertain. Such records will be open for inspection by PPD during such five (5) year period by independent accountants reasonably acceptable to Unity to audit such records to confirm gross salesTSD, Net Sales and royalty payments for a period covering not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each of its Third Party Sublicensees to maintain similar books and records and to open such records for inspection by an independent, certified public accountant reasonably satisfactory to such Third Party Sublicensee, on behalf of, and as required by, Ascentage solely for the purpose of verifying payments the basis and accuracy of amounts in the payment statements hereunder, or (b) obtain such audits rights from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentage’s request and disclose the results thereof to Ascentage. All such Such inspections may shall be made no more than once each calendar year year, at reasonable times time and on reasonable notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee notice and shall be subject limited to audit more than one time hereunderinformation related to Products. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing Results of any such inspection. The results of any inspection hereunder shall be provided deemed to both Partiesbe Confidential Information of TSD. If any errors in favor of TSD are discovered in the course of such inspection, and Unity then within thirty (30) days of written request by PPD, TSD shall pay any underpayment to Ascentage within PPD those amounts that PPD would [***] ([***]) daysConfidential treatment requested; certain information omitted and filed separately with the SEC. have received in the absence of such errors, plus interest pursuant to and in accordance with Section 6.1(b). Inspections conducted under this Section 6.2 6.5 shall be at the expense of Ascentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above)PPD, unless a variation or error producing an increase in favor of TSD exceeding [***] percent ([***]%) of the amount stated for any the period covered by the inspection is established in the course of any such inspection, whereupon all costs of such audit of relating to the inspection for such period will be paid promptly by UnityTSD.

Records; Inspection. During the term Ciba, Chiron and Affiliates of this Agreement Ciba and for a period of [***] ([***]) years thereafter, Unity and its Affiliates Chiron shall keep complete, true and accurate books of account and records for the purpose of determining the amounts payable under Articles 8, 9 and 10 and Focal shall keep complete, true and accurate records of Research performed by Focal hereunder, the Research Costs thereof, the activities of Focal pursuant to Ascentage under this AgreementArticle 8 and the costs thereof, and the Production Costs of all Products and components. Ascentage Such books and records shall have be kept at the right principal place of business of Ciba, Chiron or Focal or the Affiliate of Ciba, Chiron, or Focal as the case may be, for at least three (3) years following the end of the calendar quarter to cause which they pertain. Such records will be open for inspection, during such three (3) year period by an independent, independent certified public accountant selected by Focal for inspections conducted by Focal, or a representative selected by Ciba or Chiron with respect to inspections conducted by Ciba or Chiron, and reasonably acceptable to Unity to audit the audited party, such records to confirm gross sales, Net Sales and royalty payments for a period covering acceptance not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each of its Third Party Sublicensees to maintain similar books and records and to open such records for inspection by an independent, certified public accountant reasonably satisfactory to such Third Party Sublicensee, on behalf of, and as required by, Ascentage be unreasonably withheld for the purpose of verifying payments hereunderthe amounts payable by Ciba/Chiron pursuant to Articles 8, 9 and 1 0, the amounts of reimbursement payable under this Agreement with respect to Research Costs, under Article 8 or the amounts of Production Costs, or (b) obtain such audits rights from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentage’s request and disclose the results thereof to Ascentageother matters reasonably necessary in connection with Research, process development or manufacturing records maintained by Focal, as applicable. All such Such inspections may be made no more than once each calendar year at reasonable times year, during normal business hours, as mutually agreed by Focal and on reasonable noticeCiba or Chiron. No accounting period of Unity or its Affiliate or Third Party Sublicensee shall be subject to audit more than one time hereunder. Such independent, certified public The inspecting accountant will be obliged under confidentiality obligations to execute a reasonable confidentiality agreement prior the audited party to commencing any such inspection. The results report to Focal only the amounts payable to Focal hereunder with respect to Net Sales during the period in question, in the case of any inspection hereunder shall be provided to both Partiesan audit by Focal, and Unity shall pay any underpayment to Ascentage within [***] ([***]) dayssuch matters as are the subject of the audit, including, but not limited to, FTE calculation Research Costs and Production Costs in the case of an audit by Ciba or Chiron. Inspections conducted under this Section 6.2 10.5 shall be at the expense of Ascentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above)the auditing party, unless a variation or error producing an increase underpayment in amounts payable exceeding [***] five percent ([***]5%) of the amount stated paid for any period covered by the inspection is established in the course of any such inspection, whereupon all costs of such audit of relating to the inspection for such period and any unpaid amounts that are discovered will be paid by Unitythe audited party, together with interest on such unpaid amounts at the rate specified in Section 10.2 above.

Records; Inspection. During the term of this Agreement (a) Bayer and for a period of [***] ([***]) years thereafter, Unity Exelixis and its their Affiliates and sublicensees shall keep complete, true and accurate books of account and records for the purpose of determining the amounts payable payments to Ascentage be made under this Agreement. Ascentage shall have the right to cause an independent, certified public accountant reasonably acceptable to Unity to audit such records to confirm gross sales, Net Sales and royalty payments for a period covering not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each of its Third Party Sublicensees to maintain similar Such books and records and shall be kept at the principal place of business of such Party, as the case may be, for at least [ * ] years following the end of the calendar quarter to which they pertain. (b) Such records will be open such records for inspection during such [ * ] year period by an independenta public accounting firm to whom Bayer or Exelixis, certified public accountant reasonably satisfactory to such Third Party Sublicenseeas applicable, on behalf ofhas no reasonable objection, and as required by, Ascentage solely for the purpose of verifying payments payment statements hereunder, or (b) obtain such audits rights from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentage’s request and disclose the results thereof to Ascentage. All such Such inspections may be made no not more than once each calendar year year, at reasonable times and on reasonable prior written notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee shall be subject to audit more than one time hereunder. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results of any inspection hereunder shall be provided to both Parties, and Unity shall pay any underpayment to Ascentage within [***] ([***]) days. Inspections conducted under this Section 6.2 9.8 shall be at the expense of Ascentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above)the requesting Party, unless a variation or error producing an increase exceeding [***] five percent ([***]5%) of the amount stated for any period covered by the inspection is established in the course of any such inspection, whereupon all costs of such audit of relating to the inspection for such period and the full amount of any unpaid amounts that are so discovered will be paid promptly by UnityBayer or Exelixis, as applicable. (c) All information concerning payments and reports, and all information learned by a Party in the course of any audit or inspection shall be subject to the confidentiality provisions set forth in Article 18 of the Operating Agreement. The public accounting firm employees shall sign customary confidentiality agreement as a condition precedent to their inspection and shall report to the LLC only that information which would be contained in a properly prepared payment report by Bayer or Exelixis, as applicable. (d) Upon request and subject to confidentiality, any Party shall provide a written explanation of the discovery and development of any compound that the requesting Party reasonably suspects may be a Collaboration Compound, Exelixis Agrochemical Compound or Exelixis Human Health Compound. If the Parties cannot agree within [ * ], the requesting Party shall: (i) engage an independent, mutually acceptable technical consultant within [ * ] who is bound by an appropriate confidentiality agreement to review the source documents for such discovery and development and determine whether the compound is royalty- bearing to the LLC, (ii) in the event that no mutually agreeable technical consultant is found, each Party may engage its own technical consultant within such [ * ] period and those two consultants shall pick within [ * ] days thereafter a third consultant to perform the review and make such determination, or (iii) [*]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. be deemed to have agreed that the compound in question is not royalty-bearing to the LLC. The Party whose view is contrary to the decision of the consultant shall bear the cost of such review.

Records; Inspection. During (a) NB shall keep and maintain and cause its Affiliates and any third party vendors engaged by NB or its Affiliates to provide Services pursuant to a Work Statement to keep and maintain accurate books and accounts of record (prepared in accordance with International Financial Reporting Standards, consistently applied) in connection with the term Services provided pursuant to each Work Statement in sufficient detail to permit accurate determination of this Agreement all figures necessary for verification of the costs under such Work Statement. NB shall maintain and cause its Affiliates to maintain such records for a period of [***] ([***]) years thereafterafter the end of the year in which such records were generated. Notwithstanding the requirement that books and accounts of record be maintained in accordance with International Financial Reporting Standards, Unity and if any third party vendor does not generally maintain records in accordance with those standards then such third party vendor may maintain records in the manner it typically uses for its business. (b) NB and, if applicable, its Affiliates and any third party vendors engaged by NB or its Affiliates to provide Services pursuant to a Work Statement shall keep complete, true and accurate books of account and records for the purpose of determining the amounts payable to Ascentage under this Agreement. Ascentage shall have the right to cause an independent, certified public accountant reasonably acceptable to Unity to audit make such records to confirm gross sales, Net Sales and royalty payments for a period covering not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each of its Third Party Sublicensees to maintain similar books and records and to open such records available for inspection by an independent, independent certified public accountant accountant, selected by Radius and reasonably satisfactory acceptable to NB, during regular business hours at such Third Party Sublicenseeplace or places where such records are customarily kept, on behalf ofupon reasonable notice from Radius, and as to verify the accuracy of the expenses required by, Ascentage for the purpose of verifying payments hereunder, or (b) obtain to be paid under such audits rights from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentage’s request and disclose the results thereof to AscentageWork Statement. All such inspections may Such inspection right shall not be made no exercised more than once each in any calendar year at reasonable times year. Radius will hold in confidence all information concerning expenses and on reasonable noticeall information learned in the course of any inspection, except to the extent necessary for Radius to reveal such information in order to enforce its rights under this Agreement in a proceeding in accordance with Section 10.2 or if disclosure is required by law, regulation or judicial order. No accounting period Any person or entity conducting such inspection will agree in writing with Radius to treat all records reviewed in the course of Unity or its Affiliate or Third Party Sublicensee shall be subject to audit more the inspection as the Confidential Information of NB under * Confidential Treatment Requested by the Registrant. Redacted Portion Filed Separately with the Commission. terms and conditions no less restrictive than one time hereunder. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspectionthe terms contained in Section 5.2. The results of any each inspection hereunder shall be provided to binding on both Parties, and Unity parties absent mathematical error. Radius shall pay for such inspections, except that in the event there is any underpayment to Ascentage within downward adjustment in aggregate amounts payable for any year shown by such inspection of more than [***] ([***]) days. Inspections conducted under this Section 6.2 shall be at the expense of Ascentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above), unless a variation or error producing an increase exceeding [***] percent ([***]%) of the amount stated paid, NB shall pay for any period is established in the course of any such inspection, whereupon all costs of such audit of such period will be paid by Unity.

Records; Inspection. During (a) The Commercial Rights Party shall keep and ensure that its Affiliates keep complete and accurate records of its sales and other dispositions (including use in clinical trials, or provision on a compassionate use basis or as marketing samples) of applicable Products, including all records that may be necessary for the term purposes of calculating all payments due under this Agreement Agreement. The Commercial Rights Party shall make such records available for inspection by an accounting firm selected by the Non-Commercial Rights Party and for a period of reasonably acceptable to the Commercial Rights Party at the Commercial Rights Party’s premises in the United States on reasonable notice during regular business hours. (b) At the Non-Commercial Rights Party’s expense no more than [***] per calendar year, the Non-Commercial Rights Party has the right to retain an independent certified public accountant from a nationally recognized (in the United States) accounting firm to perform on behalf of the Non-Commercial Rights Party an audit, conducted in accordance with United States generally accepted accounting principles (GAAP), of such books and records of the Commercial Rights Party and its Affiliates of the immediately preceding [***]) years thereafter-calendar year period, Unity and its Affiliates shall keep complete, true and accurate books of account and records as are deemed necessary by the independent public accountant to report on Net Sales for the purpose period or periods requested by the Non-Commercial Rights Party and the correctness of determining the amounts payable to Ascentage any report or payments made under this Agreement. (c) If the audit reveals an underpayment, the Commercial Rights Party shall promptly pay to the Non-Commercial Rights Party the amount of any underpayment plus interest in accordance with Section 6.11. Ascentage If the audit reveals an overpayment, the Non-Commercial Rights Party shall have promptly refund the right Commercial Rights Party the amount of any overpayment. If the audit reveals that the amount payable by the Commercial Rights Party to cause an independent, certified public accountant reasonably acceptable to Unity to audit such records to confirm gross sales, Net Sales and royalty payments for a period covering not the Non- Commercial Rights Party has been understated by more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each of its Third Party Sublicensees to maintain similar books and records and to open such records for inspection by an independent, certified public accountant reasonably satisfactory to such Third Party Sublicensee, on behalf of, and as required by, Ascentage for the purpose of verifying payments hereunderperiod audited, or (b) obtain such audits rights from the Third Commercial Rights Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentage’s request and disclose shall, in addition, pay the results thereof to Ascentage. All such inspections may be made no more than once each calendar year at reasonable times and on reasonable notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee shall be subject to audit more than one time hereunder. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results of any inspection hereunder shall be provided to both Parties, and Unity shall pay any underpayment to Ascentage within [***] ([***]) days. Inspections conducted under this Section 6.2 shall be at the expense of Ascentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above), unless a variation or error producing an increase exceeding [***] percent ([***]%) of the amount stated for any period is established in the course of any such inspection, whereupon all costs of such audit of such period will be paid by Unityaudit.

Records; Inspection. During the term of this Agreement Payor shall keep, and for a period of [***] ([***]) years thereafter, Unity and shall require its Affiliates shall keep and Sublicensees to keep, complete, true and accurate books of account accounts and records for the purpose of determining the amounts payable basis and accuracy of payments to Ascentage be made under this Agreement, including royalties and reimbursement of Development Costs. Ascentage Such records shall have be kept in accordance with GAAP and such entity’s usual internal practices and procedures (which shall be commercially reasonable) consistently applied, showing Net Sales on a country-by-country and Licensed Product-by-Licensed Product basis and Development Costs on an itemized basis, as applicable. Such books and records shall be kept for at least [*] years following the right end of the Calendar Quarter to cause an independent, certified public accountant which they pertain. Such records will be open for inspection by Payee during such [*] year period by independent accountants reasonably acceptable to Unity to audit such records to confirm gross salesPayor, Net Sales and royalty payments for a period covering not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each of its Third Party Sublicensees to maintain similar books and records and to open such records for inspection by an independent, certified public accountant reasonably satisfactory to such Third Party Sublicensee, on behalf of, and as required by, Ascentage solely for the purpose of verifying payments the basis and accuracy of amounts in the payment statements hereunder, or (b) obtain such audits rights from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentage’s request and disclose the results thereof to Ascentage. All such Such inspections may shall be made no more than once each calendar year Calendar Year, at a reasonable times time and on reasonable notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee , and shall be subject limited to audit more than one time hereunderinformation related to Licensed Products. Such independentResults of any such inspection shall be deemed to be Confidential Information of Payor, certified public and any such independent accountant will shall be obliged required to execute enter into a reasonable customary confidentiality agreement prior to commencing with Payor. If any errors in favor of Payor are discovered in the course of such inspection. The results , then within thirty (30) days of any inspection hereunder shall be provided to both Partieswritten request by Payee, and Unity Payor shall pay any underpayment Payee those amounts that Payee would have received in the absence of such errors, plus interest pursuant to Ascentage within [***] ([***]) daysand in accordance with Section 7.1(c). Inspections conducted under this Section 6.2 7.5 shall be at the expense of Ascentage (and Ascentage will reimburse Unity’s reasonable Payee, unless a variation or error in favor of Payor exceeding [*] of the amount due for the period covered by the inspection is established in the course of such inspection, whereupon all reasonable, documented out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above), unless a variation or error producing an increase exceeding [***] percent ([***]%) of relating to the amount stated inspection for any period is established in the course of any such inspection, whereupon all costs of such audit of such period will be paid promptly by UnityPayor. In the event of overpayment to Payee, any amount of such overpayment shall be fully creditable against amounts payable in any succeeding Calendar Quarter.

Records; Inspection. During the term of this Agreement Each Party shall keep, and for a period of [***] ([***]) years thereafter, Unity and shall ensure that its Affiliates shall keep keep, complete, true and accurate books of account and records for the purpose of determining the amounts payable to Ascentage under this Agreement. Ascentage shall have the right to cause an independent, certified public accountant reasonably acceptable to Unity to audit such records to confirm gross sales, Net Sales and royalty payments for a period covering not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each of its Third Party Sublicensees to maintain similar Such books and records and shall be kept at the principal place of business of such Party, for at least three (3) years following the end of the calendar quarter to which they pertain. Such records will be open such records for inspection by an independent, certified a public accountant reasonably satisfactory accounting firm to whom the audited Party has no reasonable objection and subject to such Third Party Sublicenseeaccounting firm entering into a satisfactory confidentiality agreement, on behalf of, and as required by, Ascentage solely for the purpose of verifying determining the payments to the other Party hereunder, or (b) obtain such audits rights from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentage’s request and disclose the results thereof to Ascentage. All such Such inspections may be made no more than once twice each calendar year year, at reasonable times and on reasonable notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee shall be subject to audit more than one time hereunder. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results of any inspection hereunder shall be provided to both Parties, and Unity shall pay any underpayment to Ascentage within [***] ([***]) days. Inspections conducted under this Section 6.2 8.4 shall be at the expense of Ascentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above)the auditing Party, unless a variation or error producing an increase exceeding [***] { * } percent ([***]{ * }%) of the amount stated for any the period covered by the inspection is established in the course of any such inspection, whereupon all reasonable costs of such audit of relating to the inspection for such period and any unpaid or overpaid amounts that are discovered will be promptly paid or refunded by Unitythe appropriate Party, in each case together with interest { * } = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE NOTATION “[RESERVED]” IS ORIGINAL, IS CURRENTLY IN THE DOCUMENT AND DOES NOT REFLECT INFORMATION REDACTED PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. noted in Section 8.2 thereon from the date such payments were due (if underpaid) or paid (if overpaid) .

Records; Inspection. During the term of this Agreement Toshiba and for a period of [***] ([***]) years thereafter, Unity and its Affiliates SanDisk shall keep complete, true and accurate books of account and records on its own behalf and on behalf of the Toshiba and SanDisk Affiliates for the purpose of determining the CDP Product Fee amounts, Non-CDP Product Fee amounts, and any amounts payable by Toshiba or SanDisk as applicable pursuant to Ascentage Section 5.10, under this Agreement. Ascentage Such books and records shall have be kept at Toshiba and SanDisk for at least [*] years following the right end of the calendar quarter to cause which they pertain. Such records will be open for inspection during such [*] year period by an independent, certified public accountant independent auditor who is reasonably acceptable to Unity to audit such records to confirm gross sales, Net Sales the parties and royalty payments for a period covering not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each be bound to confidentiality protections of its Third Party Sublicensees similar scope to maintain similar books and records and to open such records for inspection by an independentthose set out in Section 8 hereof, certified public accountant reasonably satisfactory to such Third Party Sublicensee, on behalf of, and as required by, Ascentage solely for the purpose of verifying payments statements related to amounts payable hereunder. Such auditor shall be instructed to report only as to whether there is a discrepancy, or (b) obtain and if so, the amount of such audits rights from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentage’s request and disclose the results thereof to Ascentagediscrepancy. All With reasonable prior notice in writing, such inspections may be made no more than once each calendar year at reasonable times and on reasonable notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee shall be subject to audit more than one time hereunder. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results of any inspection hereunder shall be provided to both Parties, and Unity shall pay any underpayment to Ascentage within Intermolecular Confidential [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. during regular business hours ([***]) daysother than during quarter-end or year-end financial closing periods), to the extent not unreasonably hindering any operations of Toshiba and SanDisk. Inspections conducted under this Section 6.2 shall be at the expense of Ascentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above)Intermolecular, unless a variation or error producing an increase exceeding [***] percent ([***]%) of the amount stated royalties payable for any period covered by the inspection is established and confirmed in the course of any such inspection, whereupon all reasonable and documented costs of such audit of relating to the inspection for such period and any unpaid amounts that are discovered will be paid promptly by UnityToshiba and/or SanDisk, as applicable. Further, if the foregoing inspection indicates a need for a follow-up inspection, Intermolecular will have the right thereafter to conduct additional inspections from time to time within one year (in such case, the scope of the inspection shall be limited to those issues which Intermolecular needs to confirm the implementation of any corrective action therefor). Each party agrees to hold in confidence pursuant to Section 8 all information concerning payments and associated reports, and all information learned in the course of any audit or inspection, except to the extent necessary for that party to reveal such information in order to enforce its rights under this Agreement or if disclosure is required by law.

Records; Inspection. During the term of this Agreement and for a period of [***] ([***]a) years thereafter, Unity and Naia or its Affiliates shall keep complete, true complete and accurate books records of account its sales and other dispositions of Licensed Product including all records that may be necessary for the purpose purposes of determining the amounts payable to Ascentage calculating all payments due under this Agreement. Ascentage Naia or any Affiliate receiving rights under this Agreement shall have the right to cause an independent, certified public accountant reasonably acceptable to Unity to audit make such records to confirm gross sales, Net Sales and royalty payments for a period covering not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each of its Third Party Sublicensees to maintain similar books and records and to open such records available for inspection by an independent, internationally-recognized accounting firm selected by Amunix and reasonably acceptable to Naia at Naia’s or the relevant Affiliate’s premises on reasonable notice during regular business hours as specified in Section 3.9(b) below. (b) For a period of three (3) years from the end of the calendar year in which a payment was due hereunder, upon thirty (30) days prior notice, Naia shall (and shall require that its Affiliates and Sublicensees) make such records relating to such payment available, during regular business hours and not more often than once each Calendar Year, for examination by an independent certified public accountant selected by Amunix, which shall have entered into confidentiality agreement with Naia reasonably satisfactory to such Third Party SublicenseeNaia, on behalf of, and as required by, Ascentage for the purpose purposes of verifying payments hereunder, or compliance with this Agreement and the accuracy of the records and financial reports furnished pursuant to this Agreement. Any amounts shown to be owed by Naia to Amunix shall be paid within thirty (b30) obtain such audits rights days from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentageauditor’s request and disclose report, plus interest (as set forth in Section 3.6) from the results thereof to Ascentageoriginal due date. All such inspections may be made no more than once each calendar year at reasonable times and on reasonable notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee Amunix shall be subject to audit more than one time hereunder. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results of any inspection hereunder shall be provided to both Parties, and Unity shall pay any underpayment to Ascentage within [***] ([***]) days. Inspections conducted under this Section 6.2 shall be at bear the expense of Ascentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above), unless a variation or error producing an increase exceeding [***] percent ([***]%) of the amount stated for any period is established in the course of any such inspection, whereupon all costs full cost of such audit unless such audit discloses a deficiency in Naia’s payments of greater than 10% for the period subject to such audit, in which case Naia shall bear the reasonable cost of such period will be paid by Unityaudit.

Records; Inspection. During the term of this Agreement and for a period of [***] ([***]) years thereafterLicensee, Unity and its Affiliates and their Sublicensees, shall keep complete, true true, and accurate books of account and records for the purpose of determining the Profit Share amounts payable to Ascentage under this Agreement. Ascentage shall have the right to cause an independent, certified public accountant reasonably acceptable to Unity to audit such records to confirm gross sales, Net Sales and royalty payments for a period covering not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each of its Third Party Sublicensees to maintain similar Such books and records and shall be kept at the principal place of business of Licensee, or its Affiliate, or Sublicensee, as the case may be, for at least three (3) years following the end of the calendar quarter to which they pertain. Such records will be open such records for inspection during such three (3) year period by an independentindependent public accounting firm of national [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, certified public accountant reasonably satisfactory to such Third MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. prominence retained by the other Party Sublicensee, on behalf of, and as required by, Ascentage for the purpose of verifying payments hereunderthe Net Profit Share statements, or (b) obtain such audits rights from the Third Party Sublicensee for itself and exercise such audit rights on behalf no more than once per set of Ascentage upon Ascentage’s request and disclose the results thereof to Ascentagerecords. All such Such inspections may be made no more than once each calendar year year, at reasonable times mutually agreed by Licensee and on reasonable noticeLicensor. No accounting period of Unity The Licensor’s representative or its Affiliate or Third Party Sublicensee shall be subject to audit more than one time hereunder. Such independent, certified public accountant agent will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results of any inspection hereunder shall be provided to both Parties, and Unity shall pay any underpayment to Ascentage within [***] ([***]) days. Inspections conducted under this Section 6.2 shall be at the expense of Ascentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above)the Licensor, unless a variation or error producing an increase exceeding [***[ * ] percent ([***]%) of the amount stated for any period covered by the inspection is established in the course of any such inspection, whereupon all costs of such audit of relating to the inspection for such period will be paid the Licensee. 6.1 This section 6 amends and restates the confidentiality provisions, as they pertain solely to Supervax, pursuant to (1) Section 4.1 of the Research License Agreement dated October 16, 1992, (2) Section 5a. of the Development Agreement dated January 1, 2003, and (3) Section 7 of the License Option Agreement Supervax dated November 9, 2005, each of (1), (2) and (3) between Licensee and Licensor’s Affiliate, Green Cross Vaccine Corp. 6.2 All documents, materials and know-how which may be furnished to the receiving Party hereto (the “Recipient”) by Unitythe disclosing Party hereto (the “Disclosing Party”) pursuant to this Agreement, and the predecessor agreements referred to in Section 6.1 hereinabove, shall be, if suitably marked or designated in tangible form, deemed the Disclosing Party’s “Proprietary Information” and, therefore, considered confidential and shall not be used by Recipient other than for the purposes licensed under this Agreement and for the exercise of the Recipient’s rights under this Agreement. Recipient shall use the same degree of care regarding Disclosing Party’s Proprietary Information as it uses in protecting and preserving its own proprietary/confidential information of like kind to avoid disclosure or dissemination thereof, but no less than a reasonable degree of care. Information which is disclosed orally or otherwise than in tangible form shall be considered Proprietary Information if: (a) the information is identified as confidential at the time of disclosure and a written summary is provided to the Recipient within thirty (30) days thereafter, or (b) the information is identified as confidential in writing and provided to the Recipient prior to or at the time of disclosure by the Disclosing Party. 6.3 This confidentiality obligation shall not apply to information if the information: (a) is publicly known or which the Recipient has documentary records which establish its or its Affiliate’s knowledge prior to this disclosure; (b) subsequently becomes publicly known and/or published through no fault of the Recipient; (c) is independently developed without use or reference to the other Party’s Proprietary Information; (d) is required by operation of law or requirement of a governmental authority or rules of any securities exchange having jurisdiction to be disclosed (provided that the Party making the required disclosure gives reasonable (under the circumstances) advance [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. notice of the required disclosure and all reasonable assistance to seek confidential treatment or a protective order if appropriate ); or (e) is or was brought to the Recipient’s attention by a third Party who has a legal right to do so.

Records; Inspection. During the term of this Agreement and for a period of [***] ([***]a) years thereafter, Unity and Naia or its Affiliates shall keep complete, true complete and accurate books records of account its sales and other dispositions of Licensed Product including all records that may be necessary for the purpose purposes of determining the amounts payable to Ascentage calculating all payments due under this Agreement. Ascentage Naia or any Affiliate receiving rights under this Agreement shall have the right to cause an independent, certified public accountant reasonably acceptable to Unity to audit make such records to confirm gross sales, Net Sales and royalty payments for a period covering not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each of its Third Party Sublicensees to maintain similar books and records and to open such records available for inspection by an independent, internationally-recognized accounting firm selected by Amunix and reasonably acceptable to Naia at Naia’s or the relevant Affiliate’s premises on reasonable notice during regular business hours as specified in Section 3.8(b) below. (b) For a period of three (3) years from the end of the calendar year in which a payment was due hereunder, upon thirty (30) days prior notice, Naia shall (and shall require that its Affiliates and Sublicensees) make such records relating to such payment available, during regular business hours and not more often than once each Calendar Year, for examination by an independent certified public accountant selected by Amunix, which shall have entered into confidentiality agreement with Naia reasonably satisfactory to such Third Party SublicenseeNaia, on behalf of, and as required by, Ascentage for the purpose purposes of verifying payments hereunder, or compliance with this Agreement and the accuracy of the records and financial reports furnished pursuant to this Agreement. Any amounts shown to be owed by Naia to Amunix shall be paid within thirty (b30) obtain such audits rights days from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentageauditor’s request and disclose report, plus interest (as set forth in Section 3.5) from the results thereof to Ascentageoriginal due date. All such inspections may be made no more than once each calendar year at reasonable times and on reasonable notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee Amunix shall be subject to audit more than one time hereunder. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results of any inspection hereunder shall be provided to both Parties, and Unity shall pay any underpayment to Ascentage within [***] ([***]) days. Inspections conducted under this Section 6.2 shall be at bear the expense of Ascentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above), unless a variation or error producing an increase exceeding [***] percent ([***]%) of the amount stated for any period is established in the course of any such inspection, whereupon all costs full cost of such audit unless such audit discloses a deficiency in Naia’s payments of greater than 10% for the period subject to such audit, in which case Naia shall bear the reasonable cost of such period will be paid by Unityaudit.

Records; Inspection. During the term of this Agreement ▇▇▇▇▇▇▇ shall keep (and for a period of [***] ([***]) years thereafter, Unity and cause its Affiliates shall keep and (sub)licensees to keep) complete, true and accurate books of account and records for the purpose of determining the amounts royalties payable by ▇▇▇▇▇▇▇ to Ascentage TRACON under this Agreement. Ascentage Section 5.3 (the “Royalty Records”), which Royalty Records shall have the right to cause an independent, certified public accountant reasonably acceptable to Unity to audit such records to confirm gross sales, Net Sales and royalty payments be retained for a period covering not more than the preceding at least […***…] following the end of the Calendar Year to which they pertain. ▇▇▇▇▇▇▇ shall, and shall cause its Affiliates and ([***]) years. Unity agrees to either: (a) require each of its Third Party Sublicensees to maintain similar books and records and to open such records sub)licensees to, make the Royalty Records available for inspection by an independent, certified independent public accountant reasonably satisfactory to such Third Party Sublicensee, on behalf ofaccounting firm of national prominence selected by TRACON, and reasonably acceptable to ▇▇▇▇▇▇▇, during normal business hours, as required by, Ascentage may be reasonably necessary for the sole purpose of verifying the royalty reports and payments hereunder, or (b) obtain delivered by ▇▇▇▇▇▇▇ pursuant to Section 5.3 during the preceding […***…] full Calendar Years. The records for a given Calendar Year shall be subject to audit no more than one time. Such independent public accounting firm shall execute a reasonable confidentiality agreement with ▇▇▇▇▇▇▇ prior to commencing any such audits rights from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentage’s request and disclose the results thereof to Ascentageinspection. All such Such inspections may shall be made no more than once each calendar year Calendar Year at reasonable times and on reasonable notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee TRACON shall be subject to audit more than one time hereunder. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results bear the costs and expenses of any inspection hereunder shall be provided to both Parties, and Unity shall pay any underpayment to Ascentage within [***] ([***]) days. Inspections conducted under this Section 6.2 shall be at the expense 5.5 unless such inspection reveals an underpayment in royalties payable pursuant to Section 5.3 of Ascentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above), unless a variation or error producing an increase exceeding more than […***…] percent (of the amount payable for the period covered by such inspection, in which case ▇▇▇▇▇▇▇ shall bear the costs and expenses of such inspection. If such inspection reveals an overpayment by ▇▇▇▇▇▇▇ pursuant to Section 5.3, then ▇▇▇▇▇▇▇ shall deduct the amount of such overpayment from any payment that subsequently becomes due and payable by ▇▇▇▇▇▇▇ under this Agreement or, if no payment is anticipated to be due and payable by ▇▇▇▇▇▇▇ in the following Calendar Quarter, ▇▇▇▇▇▇▇ shall invoice TRACON for the amount of the underpayment and TRACON shall pay such invoice within […***]%) …] after receipt thereof. If such inspection reveals an underpayment by ▇▇▇▇▇▇▇ pursuant to Section 5.3, then TRACON shall invoice ▇▇▇▇▇▇▇ for the amount of the amount stated for any period is established in the course of any underpayment and ▇▇▇▇▇▇▇ shall pay such inspection, whereupon all costs of such audit of such period will be paid by Unityinvoice within […***…] after receipt thereof.

Records; Inspection. During the term of this Agreement and for a period of [***] ([***]) years thereafter, Unity and its Affiliates DiaCarta shall keep complete, true and accurate books of account accounts and records for the purpose of determining compliance with this Agreement and with Luminex End User Licenses and Terms and Conditions for at least three (3) years following the amounts payable end of the Quarter to Ascentage under this Agreementwhich they pertain. Ascentage shall have the right to cause an independent, certified public accountant reasonably acceptable to Unity to audit such records to confirm gross sales, Net Sales and royalty payments for a period covering not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each of its Third Party Sublicensees to maintain similar Such books and records and to DiaCarta’s facilities will be open such records for inspection during such three (3)-year period and the three (3) months following such period by Luminex or an independentindependent auditor, certified public accountant chosen by Luminex and reasonably satisfactory acceptable to such Third Party SublicenseeDiaCarta, on behalf of, and as required by, Ascentage at DiaCarta’s site for the purpose of, among other things, (i) verifying the amounts payable by DiaCarta under this Article 4, (ii) reconciling the purchase of Beads hereunder with actual usage of such Beads in Assay Products shipped and Testing Services developed or provided, (iii) verifying payments hereundercompliance with the Quality Standards for Assay Products and Testing Services set forth in Article 3, (iv) verifying compliance with requirements for proper storage and keeping of Luminex Products in accordance with the terms and conditions included with such Luminex Products, (v) verifying compliance with the requirements herein that DiaCarta only purchase and distribute or use Luminex-provided spare parts for service and maintenance of Luminex Instruments, (bvi) obtain such audits rights from verifying compliance with the Third Party Sublicensee for itself requirements herein related to use, distribution and exercise such audit rights on behalf enforcement of Ascentage upon Ascentagethe End User Licenses and Terms and Conditions, and (vi) otherwise verifying DiaCarta’s request compliance with the terms of this Agreement, including, without limitation, those set forth in Articles 2 (Development and disclose the results thereof to AscentageCommercialization) and 3 (Distribution; License Grant and Restrictions’). All such Such on-site inspections may be made no more than once each calendar year Calendar Year, at reasonable times and on reasonable notice. No accounting period , except that in the event of Unity or its Affiliate or Third Party Sublicensee shall a noncompliance, additional quarterly inspections may be subject to audit more than one time hereunder. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results of any inspection hereunder shall be provided to both Parties, and Unity shall pay any underpayment to Ascentage within [***] ([***]) daysmade until the noncompliance has been fully remediated. Inspections conducted under this Section 6.2 4.17 shall be at the expense of Ascentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above)Luminex, unless a variation or error producing an increase underpayment in amounts payable exceeding [***] percent ([***]%) of the amount stated paid for any the period covered by the inspection is established in the inuTe course of any such inspection, whereupon all reasonable fees and costs of such audit of relating to the inspection for such period will and any unpaid amounts that are discovered shall be paid by UnityDiaCarta, together with interest as specified in Section 4.15. The Parties will endeavor to minimize disruption of DiaCarta’s normal business activities to the extent reasonably practicable. For avoidance of confusion, the rights and obligations of this Section 4.17 shall apply to all Assay Products and Testing Services running on xMAP technology.

Records; Inspection. During (a) Apogee shall, and shall cause its applicable Affiliates to, create and keep complete and accurate records of its sales and other dispositions of all Products, including all records that are reasonably necessary for the term purposes of calculating all payments due under this Agreement Agreement. (b) Upon reasonable advance written notice to Apogee, Paragon shall have the right to retain a nationally recognized (in the US) independent certified public accounting firm to perform on behalf of Paragon an audit, conducted in accordance with U.S. generally accepted accounting principles (GAAP), of such books and records of Apogee or its applicable Affiliates as may be reasonably necessary to verify the accuracy of any reports provided pursuant to Section 4.3 hereunder for a period of any Calendar Quarter ending not more than [***] ([***]) years thereafter, Unity and its Affiliates calendar months prior to the date of such request. Such audits shall keep complete, true and accurate books of account and records for the purpose of determining the amounts payable to Ascentage under this Agreement. Ascentage shall have the right to cause an independent, certified public accountant reasonably acceptable to Unity to audit such records to confirm gross sales, Net Sales and royalty payments for a period covering not occur more frequently than the preceding [***] ([***]) years. Unity agrees to either: (a) require in each of its Third Party Sublicensees to maintain similar books Calendar Year and records and to open such records for inspection by an independent, certified public accountant reasonably satisfactory to such Third Party Sublicensee, on behalf of, and as required by, Ascentage for the purpose of verifying payments hereunder, or (b) obtain such audits rights from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentage’s request and disclose the results thereof to Ascentage. All such inspections may shall not be made no conducted more than once each calendar year at reasonable times and on reasonable notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee shall be subject to audit more than one time hereunder. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results of any inspection hereunder shall be provided to both Parties, and Unity shall pay any underpayment to Ascentage within [***] ([***]) dayswith respect to any reporting period, in each case other than for cause. Inspections conducted under All information disclosed or observed during any audit pursuant to this Section 6.2 4.9 shall be at the expense Confidential Information of Ascentage Apogee, and Paragon shall cause the accounting firm to retain all such information as Confidential Information, including, if requested by Apogee, by requiring such accounting firm to enter into a customary confidentiality agreement with Apogee prior to the initiation of any such audit. (c) Upon completion of any audit hereunder, the accounting firm shall provide both Apogee and Ascentage will reimburse UnityParagon a written report disclosing whether the reports submitted by Apogee are correct or incorrect, whether the amounts paid are correct or incorrect, and in each case, the specific details concerning any discrepancies. No other information regarding A▇▇▇▇▇’s reasonable records shall be provided to Paragon. (d) Paragon shall bear its internal expenses and the out-of-pocket costs of those inspections conducted for engaging such accounting firm in connection with performing such audits; provided, however, that if any such audit uncovers an underpayment by Unity at Ascentage’s request under (b) above), unless a variation or error producing an increase exceeding Apogee that exceeds [***] percent ([***]%) of the total owed for such payment or payment period, as applicable, then Apogee shall reimburse Paragon for the amounts actually paid to such accounting firm for performing such audit. (e) If such accounting firm concludes that Apogee has in aggregate underpaid amounts owed to Paragon during the audited period, Apogee shall pay Paragon the amount stated of the discrepancy within [***] days of the date Paragon delivers to Apogee such accounting firm’s written report and an invoice for such amounts. If such accounting firm concludes that Apogee has in aggregate overpaid amounts owed to Paragon during the audited period, then Apogee may, at its election, either credit such overpaid amount against any period is established in the course of any future payment obligation to Paragon or require Paragon to refund such inspection, whereupon all costs of such audit of such period will be paid by Unityamounts within [***] days.