Common use of Audit Procedures Clause in Contracts

Audit Procedures. (a) Upon reasonable prior notice of the other Party, each Party shall and shall cause its Affiliates and its and their (Sub)licensees to permit an independent auditor, selected by the auditing Party and reasonably acceptable to the audited Party, to audit the books and records maintained pursuant to Section 9.11 for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement. Such audit shall not occur more than once in a given Calendar Year, unless for cause, and shall not concern books and records relating to a period more than three (3) years preceding the current Calendar Year. Any failure by a Party to exercise its rights under this Section 9.12 with respect to a Calendar Year within such three (3) year period shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission (b) Upon completion of the audit, the auditor shall provide a report to both Parties, which report shall be limited to a description of any failure to comply with the terms of this Agreement and the amount of the financial discrepancy. Such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within thirty (30) days after the auditor’s report, plus interest (as set forth in Section 9.9) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6). (c) The auditing Party shall bear the full cost of such audit unless such audit reveals an underpayment by the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment was more than [***] percent ([***]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If the audit reveals an overpayment to the audited Party and any such overpayment exceeds such [***] percent ([***]%) amount, then the audited Party will refund such amount to the auditing Party within [***] days after the auditor’s report (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6). (d) The auditing Party shall treat all information subject to review under this Section 9.12 in accordance with the confidentiality provisions of ARTICLE 11 and the Parties shall cause the auditor to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such auditor to retain all such financial information in confidence pursuant to such confidentiality agreement.

Audit Procedures. (a) Upon reasonable prior notice of the other Party, each The audited Party shall and shall cause its Affiliates and its and their (Sub)licensees not be obligated to permit an independent auditor, selected by provide the auditing Party and Auditor any records until the Auditor executes a confidentiality agreement in a form reasonably acceptable to the audited Party, party. The Auditor shall disclose to audit the books and records maintained pursuant to Section 9.11 for the sole purpose of verifying for the auditing Party the accuracy only whether any reports made or amounts invoiced under this Agreement are correct and details concerning any discrepancies. The Auditor shall send a copy of the financial report to the other Party at the same time it is sent to the auditing Party. Such audits or inspections may be made no more than once each Calendar Year (unless an audit or inspection reveals a material inaccuracy in reports furnished made or amounts invoiced under this Agreement, in which case it may be repeated within such Calendar Year), during normal business hours. If such report shows that the amounts paid by a Party for the period audited are less than the amounts actually payable by such Party to the other Party during the period audited, then (absent manifest error or fraud in such audit report) the underpaying Party shall pay to the other Party the amount of such underpayment plus interest under Section 11.9, from the date such amounts were originally owed until payment is made, within 30 days of receipt of such audit. If such report shows that the amounts paid by a Party for the period audited exceed the amounts actually owed by such Party to the other Party for the period audited, then (absent manifest error or fraud in such audit report) the overpaying Party shall deliver to the other Party an invoice for such excess amount, and the other Party shall pay such invoiced excess amount within 30 days of receipt of such invoice. Such records for any particular Calendar Quarter shall be subject to no more than one audit or inspection and no audit or inspection with respect to any Calendar Quarter may be initiated later than five years after the end of such Calendar Quarter. Audits and inspections conducted under this Section 11.8 shall be at the expense of the auditing Party, unless a variation or error producing (i) with respect to an audit or inspection pursuant to subsection (a), an underpayment in amounts payable exceeding an amount equal to 5% of the amount paid for a period covered by the audited Party audit or inspection is established, in which case all reasonable and verifiable costs relating to the audit or inspection for such period and any unpaid amounts that are discovered shall be paid by Eisai and (ii) with respect to an audit or inspection pursuant to subsection (b), an overpayment in amounts payable by Eisai pursuant to this Agreement exceeding an amount equal to 5% of the amount paid for a period covered by the audit or of any payments madeinspection is established, or required to be made, by or in which case all reasonable and verifiable costs relating to the audited Party pursuant to this Agreement. Such audit shall not occur more than once in a given Calendar Year, unless or inspection for cause, such period and shall not concern books and records relating to a period more than three (3) years preceding the current Calendar Year. Any failure by a Party to exercise its rights under this Section 9.12 with respect to a Calendar Year within such three (3) year period shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission (b) Upon completion of the audit, the auditor shall provide a report to both Parties, which report shall be limited to a description of any failure to comply with the terms of this Agreement and the amount of the financial discrepancy. Such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Any unpaid amounts shown to be owed but unpaid that are discovered shall be paid within thirty (30) days after the auditor’s report, plus interest (as set forth in Section 9.9) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6). (c) Arena. The auditing Party shall bear the full cost of endeavor in such audit unless such audit reveals an underpayment by not to unreasonably disrupt the normal business activities of the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment was more than [***] percent ([***]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If the audit reveals an overpayment to the audited Party and any such overpayment exceeds such [***] percent ([***]%) amount, then the audited Party will refund such amount to the auditing Party within [***] days after the auditor’s report (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6)party. (d) The auditing Party shall treat all information subject to review under this Section 9.12 in accordance with the confidentiality provisions of ARTICLE 11 and the Parties shall cause the auditor to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such auditor to retain all such financial information in confidence pursuant to such confidentiality agreement.

Audit Procedures. (a) Upon reasonable prior notice of the other Party, but in any event at least [***] prior notice, each Party shall and shall cause its Affiliates and its and their (Sub)licensees Sublicensees to permit an independent auditorauditor of international prominence, selected by the auditing Party and reasonably acceptable to the audited Party, to audit the books and records maintained pursuant to Section 9.11 9.8 for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement or any Ancillary Agreement. Such audit shall not occur more than once [***] in a given Calendar Year, unless for cause, and shall not concern books and records relating to a period more than three (3) years [***] preceding the current Calendar Year. Any failure by a Party to exercise its rights under this Section 9.12 9.9 with respect to a Calendar Year within such three (3) year [***] period shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission. (b) Upon completion of the audit, the auditor shall provide a report to both Parties, which report shall be limited to a description of any failure to comply with the terms of this Agreement and the amount of the financial discrepancy. Such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid unpaid, or overpaid and in need of reimbursement, shall be paid or refunded (as the case may be) within thirty (30) days [***] after the auditor’s report, plus interest (as set forth in Section 9.99.6) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6). (c) The auditing Party shall bear the full cost of such audit unless such audit reveals an underpayment by the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment was more than [***] percent ([***]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If the audit reveals an overpayment to the audited Party and any such overpayment exceeds such [***] percent ([***]%) amount, then the audited Party will refund such amount to the auditing Party within [***] days after the auditor’s report (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6). (d) The auditing Party shall treat all information subject to review under this Section 9.12 9.9 in accordance with the confidentiality provisions of ARTICLE 11 Article XI and the Parties shall cause the auditor to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such auditor to retain all such financial information in confidence pursuant to such confidentiality agreement.

Audit Procedures. 6.1 ▇▇▇▇▇▇▇▇▇.▇▇▇ Audit Procedures. ------------------------------ (a) Upon reasonable prior notice of the other Party▇▇▇▇▇▇▇▇▇.▇▇▇ shall be entitled, each Party shall and shall cause its Affiliates and its and their (Sub)licensees to permit an independent auditor, selected by the auditing Party and reasonably acceptable to the audited Partytwice per year, to audit the books and records maintained pursuant Rite Aid's ▇▇▇▇▇▇▇▇ to Section 9.11 ▇▇▇▇▇▇▇▇▇.▇▇▇ for the sole purpose of verifying Pharmacy Services for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant six months prior to this Agreement or of any payments made, or required such audit to be made, by or to the audited Party pursuant to this Agreementensure that such ▇▇▇▇▇▇▇▇ are accurate. Such audit shall only be conducted upon reasonable advance written notice and subject to Rite Aid's reasonable security and confidentiality provisions (including but not occur more than once limited to the requirement that individuals involved in conducting the audit enter into confidentiality agreements in form and substance acceptable to Rite Aid), and may be assisted by ▇▇▇▇▇▇▇▇▇.▇▇▇'s accountants. Rite Aid agrees to cooperate in these reviews (so long as such reviews do not directly and materially cause Rite Aid to impair the performance of the Pharmacy Services, unless ▇▇▇▇▇▇▇▇▇.▇▇▇ specifically requests such cooperation regardless of its impairment of the performance of the Pharmacy Services), furnish ▇▇▇▇▇▇▇▇▇.▇▇▇ with reasonably requested information in a given Calendar Year, unless for causetimely manner, and provide ▇▇▇▇▇▇▇▇▇.▇▇▇ with reasonably timely access to personnel during normal business hours for audit purposes at no charge to ▇▇▇▇▇▇▇▇▇.▇▇▇; provided, however, that -------- ------- Rite Aid shall not concern books charge ▇▇▇▇▇▇▇▇▇.▇▇▇ (via Rite Aid's bills as described in Section 7.1) for its reasonable costs for any technical resources or extraordinary personnel time used by Rite Aid and records relating necessary for such audit or verification report, so long as Rite Aid, before incurring such costs, notifies ▇▇▇▇▇▇▇▇▇.▇▇▇ that such verification requests will result in costs to Rite Aid that ▇▇▇▇▇▇▇▇▇.▇▇▇ will need to reimburse. ▇▇▇▇▇▇▇▇▇.▇▇▇ agrees to provide Rite Aid with a period more than three (3) years preceding the current Calendar Year. Any failure by a Party to exercise copy of any audit or verification report upon its rights under this Section 9.12 with respect to a Calendar Year within such three (3) year period shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commissioncompletion. (b) Upon completion A "Material Discrepancy" in billing shall be deemed to occur if -------------------- the total amount actually billed by Rite Aid during the time period covered by ▇▇▇▇▇▇▇▇▇.▇▇▇'s audit exceeds the amount due based on the audit report by five percent (5%) or more. If ▇▇▇▇▇▇▇▇▇.▇▇▇ discovers a Material Discrepancy, Rite Aid shall review ▇▇▇▇▇▇▇▇▇.▇▇▇'s support documentation for such Material Discrepancy, and the parties shall promptly attempt to agree on such analysis. If it is agreed that a Material Discrepancy occurred, Rite Aid shall reimburse ▇▇▇▇▇▇▇▇▇.▇▇▇ for the cost to ▇▇▇▇▇▇▇▇▇.▇▇▇ of the audit, the auditor shall provide a report to both Partiesincluding costs of reimbursing ▇▇▇▇▇▇▇▇▇.▇▇▇ for reasonable costs, which report shall be limited to a description of any failure to comply with the terms of this Agreement technical resources and the amount of the financial discrepancy. Such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within thirty (30) days after the auditor’s report, plus interest (extraordinary personnel time as set forth provided in Section 9.9) from 6.1(a). In all other circumstances, ▇▇▇▇▇▇▇▇▇.▇▇▇ agrees to bear the original due date (unless challenged in good faith costs of audits performed by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6)▇▇▇▇▇▇▇▇▇.▇▇▇ or at its direction. (c) The auditing Party Rite Aid shall bear credit ▇▇▇▇▇▇▇▇▇.▇▇▇ for any differences in invoicing amounts as described in Section 7.1, as determined by ▇▇▇▇▇▇▇▇▇.▇▇▇ during the full cost course of such its audit unless such audit reveals an underpayment and agreed to by the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment was more than [***] percent ([***]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If the audit reveals an overpayment to the audited Party and any such overpayment exceeds such [***] percent ([***]%) amount, then the audited Party will refund such amount to the auditing Party within [***] days after the auditor’s report (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6)Rite Aid. (d) The auditing Party shall treat all information subject to review under this Section 9.12 in accordance with the confidentiality provisions of ARTICLE 11 and the Parties shall cause the auditor to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such auditor to retain all such financial information in confidence pursuant to such confidentiality agreement.

Audit Procedures. (a) Upon reasonable prior notice 7.6.1 At the request of the other PartyDiCE, each Party shall Sanofi shall, and shall cause its Affiliates and its and their (Sub)licensees to Sublicensees to, permit an independent auditor, selected auditor designated by the auditing Party DiCE and reasonably acceptable to the audited Party, at reasonable times and upon reasonable notice, to audit the books and records maintained pursuant to Section 9.11 for the sole purpose of verifying for the auditing Party 7.5 to ensure the accuracy of the financial all reports furnished by the audited Party pursuant to this Agreement or of and payments made hereunder. 7.6.2 Such examinations for any payments made, or required to entity may not (i) be made, by or to the audited Party pursuant to this Agreement. Such audit shall not occur conducted for any Calendar Quarter more than once in a given Calendar Year[*] after the end of such quarter, unless for cause, and shall not concern books and records relating to a period (ii) be conducted more than three [*] (3) years preceding the current Calendar Year. Any failure by unless a Party to exercise its rights under this Section 9.12 previous audit during such [*] revealed an underpayment (or with respect to a Calendar Year within any reimbursement, an overpayment) with respect to such three period) or (3iii) year period shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year. * Confidential Information, indicated by be repeated for [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission. (b) 7.6.3 Upon completion of the audit, the auditor shall provide a report to both Parties, which report shall be limited to a description of any failure to comply with the terms of this Agreement and the amount of the financial discrepancy. Such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy . 7.6.4 The cost of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid audit shall be paid within thirty (30) days after borne by DiCE, unless the auditor’s report, plus interest (as set forth in Section 9.9) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6). (c) The auditing Party shall bear the full cost of such audit unless such audit reveals an underpayment by the audited Party that resulted from a discrepancy in the financial report provided or over-reporting of applicable costs or an under-reporting of applicable revenues by the audited Party for the audited periodParty, which underpayment was in either case of more than [***] percent ([***]%) of from the amount set forth in such reportreported amounts for the period under audit, in which case Sanofi shall bear the audited Party shall reimburse cost of the auditing Party for the costs for such audit. If the audit reveals an overpayment Subject to the audited Party and any dispute resolution provisions set forth in Article 13, if such overpayment exceeds such [***] percent audit concludes that ([***]%a) amountSanofi underpaid royalties, then Sanofi shall pay the additional amounts due, with interest from the date originally due as provided in Section 7.3, (b) Sanofi overpaid royalties, then the audited Party will refund such amount of the overpayment shall be credited against any future royalties due to DiCE, with interest from the auditing Party date originally due as provided in Section 3.1, in each case of a payment due under this Section 7.6, within [***] days after the auditor’s date on which the audit report (unless challenged in good faith by is delivered to the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6)Parties. (d) 7.6.5 The auditing receiving Party shall treat all information subject to review under this Section 9.12 Article 7 in accordance with the confidentiality provisions of ARTICLE 11 Article 9 and the Parties shall cause the auditor to enter into a reasonably acceptable confidentiality agreement with the audited Party Sanofi obligating such auditor firm to retain all such financial information in confidence pursuant to such confidentiality agreement.

Audit Procedures. (a) Upon reasonable prior notice of The Lumber Company will be entitled, once ----------------- during any six-month period (except as provided below), to audit, at the other PartyLumber Company's expense, each Party shall and shall cause its Affiliates and its and their (Sub)licensees Buildscape's records with respect to permit an independent auditor, selected by the auditing Party and reasonably acceptable sales to the audited Party, Lumber Company Customers through the Lumber Company Site to audit ensure that the books and records maintained pursuant fees paid to Section 9.11 for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party Lumber Company pursuant to this Agreement or of are accurate. Buildscape will be entitled, once during any payments madesix-month period (except as provided below), or required to be madeaudit, by or at Buildscape's expense, the Lumber Company's records with respect to sales to the audited Party Lumber Company Customers through the Lumber Company Site to ensure that the fees paid to Buildscape pursuant to this AgreementAgreement are accurate. Such If a party discovers a Material Discrepancy, (i) then the party causing the audit shall not occur more than once in a given Calendar Year, unless for cause, and shall not concern books and records relating to a period more than three (3) years preceding the current Calendar Year. Any failure by a Party to exercise its rights under this Section 9.12 with respect to a Calendar Year within such three (3) year period shall constitute a waiver by such Party of its right to later object to any payments made will be reimbursed by the other Party under party for all reasonable costs of the audit, including costs of any reimbursement to the other party, and (ii) such party will be entitled to conduct the audits contemplated by this Agreement Section 7.4 once during any three- month period until two consecutive audits have been conducted without the discovery of any Material Discrepancy. All amounts discovered in the audit and agreed to that are less or more than the contracted amount, will be paid to the appropriate party within five days of agreement as to the difference and will bear interest at a rate of one and one-half percent (1.5%) for each whole month after the payment was due, or such Calendar Year. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately lesser amount necessary to comply with the Securities and Exchange Commissionall applicable laws. (b) Upon completion of the audit, the auditor The audits contemplated by this Subsection 7.4 shall provide a report to both Parties, which report shall only be limited to a description of any failure to comply with the terms of this Agreement conducted upon reasonable advance written notice and the amount of the financial discrepancy. Such auditor shall not disclose the audited Party’s Confidential Information subject to the auditing Partyother party's reasonable security and confidentiality provisions. The parties agree to cooperate with each other in these reviews, except furnish the other with reasonably requested information in a timely manner, and provide the other with reasonably timely access to personnel during normal business hours for audit purposes at no charge; provided, however, that a party may charge the extent such disclosure is necessary to verify the accuracy of the financial reports furnished other for its reasonable costs for any technical resources or extraordinary personnel time required by the audited Party other and necessary for such audit or the amount of payments to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within thirty (30) days after the auditor’s verification report, plus interest (as set forth in Section 9.9) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6). (c) The A "Material Discrepancy" in fees paid to the Lumber Company or Buildscape will be deemed to occur if the total amount of fees due a party based on the audit report exceeds the amount of fees actually paid by the other party by five percent (5%) or more. If a party discovers a Material Discrepancy, after reviewing applicable supporting documentation, the parties will promptly attempt to agree on such analysis. If it is agreed a Material Discrepancy occurred, then the party causing the audit shall be reimbursed by the other party for all reasonable costs of the audit, including costs of any reimbursement to the other party for technical resources or extraordinary personnel time, as described in (a) and (b) above. In all other circumstances, the auditing Party shall party will bear the full cost costs of such audit unless such audit reveals an underpayment audits performed by the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment was more than [***] percent ([***]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such auditor at its direction. If the audit reveals an overpayment parties are unable to agree, the audited Party and any such overpayment exceeds such [***] percent ([***]%) amount, then parties will follow the audited Party will refund such amount to the auditing Party within [***] days after the auditor’s report (unless challenged dispute resolutions found in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6)16 hereof. (d) The auditing Party shall treat all information subject Any amounts discovered in the audit that are less or more than the contracted amount, and that are not disputed, will be paid to review under this Section 9.12 in accordance with the confidentiality provisions appropriate party within 5 days of ARTICLE 11 and agreement as to the Parties shall cause the auditor to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such auditor to retain all such financial information in confidence pursuant to such confidentiality agreementdifference.

Audit Procedures. (a) Upon reasonable prior notice of the other Party, each The audited Party shall and shall cause its Affiliates and its and their (Sub)licensees not be obligated to permit an independent auditor, selected by provide the auditing Party and Auditor any records until the Auditor executes a confidentiality agreement in a form reasonably acceptable to the audited Party, party. The Auditor shall disclose to audit the books and records maintained pursuant to Section 9.11 for the sole purpose of verifying for the auditing Party the accuracy of the financial only whether any reports furnished by the audited Party pursuant to made or amounts invoiced under this Agreement or the Supply Agreement or, as applicable, the Existing Agreement are correct and details concerning any discrepancies. The Auditor shall send a copy of any payments made, or required the report to be made, by or to the audited Party pursuant to this Agreement. Such audit shall not occur more than once in a given Calendar Year, unless for cause, and shall not concern books and records relating to a period more than three (3) years preceding the current Calendar Year. Any failure by a Party to exercise its rights under this Section 9.12 with respect to a Calendar Year within such three (3) year period shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with at the Securities and Exchange Commission (b) Upon completion of the audit, the auditor shall provide a report to both Parties, which report shall be limited to a description of any failure to comply with the terms of this Agreement and the amount of the financial discrepancy. Such auditor shall not disclose the audited Party’s Confidential Information same time it is sent to the auditing Party. Such audits or inspections may be made no more than once each Calendar Year (unless an audit or inspection reveals a material inaccuracy in reports made or amounts invoiced under this Agreement or, except as applicable, the Existing Agreement, in which case it may be repeated within such Calendar Year), during normal business hours. If such report shows that the amounts paid by a Party for the period audited are less than the amounts actually payable by such 40 Party to the extent other Party during the period audited, then (absent manifest error or fraud in such disclosure is necessary audit report) the underpaying Party shall pay to verify the accuracy of the financial reports furnished by the audited other Party or the amount of payments such underpayment plus interest under Section 8.8, from the date such amounts were originally owed until payment is made, within 30 days of receipt of such audit. If such report shows that the amounts paid by a Party for the period audited exceed the amounts actually owed by such Party to the other Party for the period audited, then (absent manifest error or fraud in such audit report) the overpaying Party shall deliver to the other Party an invoice for such excess amount, and the other Party shall pay such invoiced excess amount within 30 days of receipt of such invoice. Such records for any particular Calendar Quarter shall be subject to no more than one audit or inspection and no audit or inspection with respect to any Calendar Quarter may be initiated later than five years after the end of such Calendar Quarter. Audits and inspections conducted under this Section 8.7 shall be at the expense of the auditing Party, unless a variation or error producing (i) with respect to an audit or inspection pursuant to subsection (a), an underpayment in amounts payable exceeding an amount equal to 5% of the amount paid for a period covered by the audited Party under this Agreement. Any audit or inspection is established, in which case all reasonable and verifiable costs relating to the audit or inspection for such period and any unpaid amounts shown to be owed but unpaid that are discovered shall be paid within thirty by Eisai and (30ii) days after with respect to an audit or inspection pursuant to subsection (b), an overpayment in amounts payable by Eisai or an underpayment in amounts payable by Arena pursuant to the auditor’s report, plus interest (as set forth in Section 9.9) from Existing Agreement during the original due date (unless challenged in good faith Existing Agreement Audit Period exceeding an amount equal to 5% of the amount paid for a period covered by the audited Party audit or inspection is established, in which case all reasonable and verifiable costs relating to the audit or inspection for such period and any dispute with respect thereto unpaid amounts that are discovered shall be resolved in accordance with Section 15.6). (c) paid by Arena. The auditing Party shall bear the full cost of endeavor in such audit unless such audit reveals an underpayment by not to unreasonably disrupt the normal business activities of the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment was more than [***] percent ([***]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If the audit reveals an overpayment to the audited Party and any such overpayment exceeds such [***] percent ([***]%) amount, then the audited Party will refund such amount to the auditing Party within [***] days after the auditor’s report (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6)party. (d) The auditing Party shall treat all information subject to review under this Section 9.12 in accordance with the confidentiality provisions of ARTICLE 11 and the Parties shall cause the auditor to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such auditor to retain all such financial information in confidence pursuant to such confidentiality agreement.

Audit Procedures. (a) Upon reasonable prior notice of the other Party, each The audited Party shall and shall cause its Affiliates and its and their (Sub)licensees not be obligated to permit an independent auditor, selected by provide the auditing Party and Auditor any records until the Auditor executes a confidentiality agreement in a form reasonably acceptable to the audited Party, party. The Auditor shall disclose to audit the books and records maintained pursuant to Section 9.11 for the sole purpose of verifying for the auditing Party the accuracy of the financial only whether any reports furnished by the audited Party pursuant to made or amounts invoiced under this Agreement or the Supply Agreement or, as applicable, the Existing Agreement are correct and details concerning any discrepancies. The Auditor shall send a copy of any payments made, or required the report to be made, by or to the audited Party pursuant to this Agreement. Such audit shall not occur more than once in a given Calendar Year, unless for cause, and shall not concern books and records relating to a period more than three (3) years preceding the current Calendar Year. Any failure by a Party to exercise its rights under this Section 9.12 with respect to a Calendar Year within such three (3) year period shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with at the Securities and Exchange Commission (b) Upon completion of the audit, the auditor shall provide a report to both Parties, which report shall be limited to a description of any failure to comply with the terms of this Agreement and the amount of the financial discrepancy. Such auditor shall not disclose the audited Party’s Confidential Information same time it is sent to the auditing Party. Such audits or inspections may be made no more than once each Calendar Year (unless an audit or inspection reveals a material inaccuracy in reports made or amounts invoiced under this Agreement or, except as applicable, the Existing Agreement, in which case it may be repeated within such Calendar Year), during normal business hours. If such report shows that the amounts paid by a Party for the period audited are less than the amounts actually payable by such Party to the extent other Party during the period audited, then (absent manifest error or fraud in such disclosure is necessary audit report) the underpaying Party shall pay to verify the accuracy of the financial reports furnished by the audited other Party or the amount of payments such underpayment plus interest under Section 8.8, from the date such amounts were originally owed until payment is made, within 30 days of receipt of such audit. If such report shows that the amounts paid by a Party for the period audited exceed the amounts actually owed by such Party to the other Party for the period audited, then (absent manifest error or fraud in such audit report) the overpaying Party shall deliver to the other Party an invoice for such excess amount, and the other Party shall pay such invoiced excess amount within 30 days of receipt of such invoice. Such records for any particular Calendar Quarter shall be subject to no more than one audit or inspection and no audit or inspection with respect to any Calendar Quarter may be initiated later than five years after the end of such Calendar Quarter. Audits and inspections conducted under this Section 8.7 shall be at the expense of the auditing Party, unless a variation or error producing (i) with respect to an audit or inspection pursuant to subsection (a), an underpayment in amounts payable exceeding an amount equal to 5% of the amount paid for a period covered by the audited Party under this Agreement. Any audit or inspection is established, in which case all reasonable and verifiable costs relating to the audit or inspection for such period and any unpaid amounts shown to be owed but unpaid that are discovered shall be paid within thirty by Eisai and (30ii) days after with respect to an audit or inspection pursuant to subsection (b), an overpayment in amounts payable by Eisai or an underpayment in amounts payable by Arena pursuant to the auditor’s report, plus interest (as set forth in Section 9.9) from Existing Agreement during the original due date (unless challenged in good faith Existing Agreement Audit Period exceeding an amount equal to 5% of the amount paid for a period covered by the audited Party audit or inspection is established, in which case all reasonable and verifiable costs relating to the audit or inspection for such period and any dispute with respect thereto unpaid amounts that are discovered shall be resolved in accordance with Section 15.6). (c) paid by Arena. The auditing Party shall bear the full cost of endeavor in such audit unless such audit reveals an underpayment by not to unreasonably disrupt the normal business activities of the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment was more than [***] percent ([***]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If the audit reveals an overpayment to the audited Party and any such overpayment exceeds such [***] percent ([***]%) amount, then the audited Party will refund such amount to the auditing Party within [***] days after the auditor’s report (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6)party. (d) The auditing Party shall treat all information subject to review under this Section 9.12 in accordance with the confidentiality provisions of ARTICLE 11 and the Parties shall cause the auditor to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such auditor to retain all such financial information in confidence pursuant to such confidentiality agreement.