Common use of Audit Rights Clause in Contracts

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor and reasonably acceptable to Licensee, to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality).

Audit Rights. Licensee shall permit an independent public accountant designated (a) To the extent required by Licensor and reasonably acceptable to Licenseeapplicable law, to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration rule or termination of this Agreement, during regular business hours regulation and upon at least sixty request of a Fund (60) days written which shall include reasonable advance notice), the Custodian shall allow such Fund’s regulators or supervisory authorities to Licenseeperform periodic on-site audits as may be reasonably required to examine the Custodian’s records and books performance of the Services. Notwithstanding the foregoing, prior to the performance of any audits of the Custodian’s performance of the Services, the Fund will request that such regulator or supervisory authority to the extent necessary to determine possible shall coordinate such audit through the accuracy Custodian’s primary regulator, the United States Federal Reserve Bank of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and Boston. (b) the difference, if any, such reported and paid amounts vary from amounts determined as Upon request of a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due Fund (which shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%include reasonable advance notice), the fees Custodian shall allow such Fund and expenses its duly-authorized agents, auditors (including internal audit staff and external auditors), and compliance personnel to perform periodic on-site audits as may be reasonably required to examine the Custodian’s performance of such accountant shall be paid the Services. (c) Notwithstanding the audit and inspection rights conferred by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve foregoing subsection, the Custodian reserves the right to conduct impose reasonable limitations on the number, frequency, timing and scope of audits and inspections requested by the Funds so as to prevent or minimize any potential impairment or disruption of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such auditoperations, at Licensor’s expensedistraction of its personnel or breaches of security or confidentiality; provided, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%)however, in which case Licensee shall ensure that the fees Custodian may not limit the number, frequency or timing of audits and expenses of such accountant inspections by regulatory bodies with supervisory authority over a Fund or by a Fund resulting from a regulatory problem at the Custodian and affecting the Custodian’s ability to provide the Services hereunder or any material weakness or significant deficiency in the Custodian’s internal controls. In addition, the Custodian shall be paid entitled to impose a commercially reasonable per person hourly charge for the cooperation and assistance of its personnel in connection with any audit in excess of one (1) in any twelve (12) month period; provided, however, that no such charge may be imposed in connection with any audit or inspection by any regulatory body with supervisory authority over a Fund or by a Fund resulting from a regulatory problem at the Custodian and affecting the Custodian’s ability to provide the Services hereunder or any material weakness or significant deficiency in the Custodian’s internal controls. Nothing contained in this section shall obligate the Custodian to provide access to or otherwise disclose: (i) any information that is unrelated to the relevant Fund and the provision of the Services to such Fund; (ii) any information which is treated as confidential under the Custodian’s corporate policies, including, without limitation, internal audit reports, compliance or risk management plans or reports, work papers and other reports and information relating to management functions; or (iii) any other documents, reports or other information that the Custodian is obligated to maintain in confidence as a matter of law or regulation. In addition, any access provided hereunder to technology shall be limited to a demonstration by the sublicensee. Licensee shall provide Licensor Custodian of the functionality thereof and a reasonable opportunity to communicate with a copy of all audit reports of sublicensees under this Section 3.2.8, the Custodian personnel regarding such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)technology.

Audit Rights. Licensee shall permit an independent public accountant designated (a) To the extent required by Licensor and reasonably acceptable to Licenseeapplicable law, to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration rule or termination of this Agreement, during regular business hours regulation and upon at least sixty request of the Administrator (60) days written which shall include reasonable advance notice), the Sub-Accounting Agent shall allow the Administrator’s regulators or supervisory authorities to Licenseeperform periodic on-site audits as may be reasonably required to examine the Sub-Accounting Agent’s records and books performance of the services contemplated by this Agreement (the “Services”). Notwithstanding the foregoing, prior to the performance of any audits of the Sub-Accounting Agent’s performance of the Services, the Administrator will request that such regulator or supervisory authority to the extent necessary to determine possible shall coordinate such audit through the accuracy Sub-Accounting Agent’s primary regulator, the United States Federal Reserve Bank of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and Boston. (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result Upon request of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due Administrator (which shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%include reasonable advance notice), the fees Sub-Accounting Agent shall allow the Administrator and expenses its auditors (including internal audit staff and external auditors) and compliance personnel to perform periodic on-site audits as may be reasonably required to examine the Sub-Accounting Agent’s performance of such accountant shall be paid the Services. (c) Notwithstanding the audit and inspection rights conferred by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve foregoing subsection, the Sub-Accounting Agent reserves the right to conduct impose reasonable limitations on the number, frequency, timing and scope of audits and inspections requested by the Administrator so as to prevent or minimize any potential impairment or disruption of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such auditoperations, at Licensor’s expensedistraction of its personnel or breaches of security or confidentiality; provided, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%)however, in which case Licensee shall ensure that the fees Sub-Accounting Agent may not limit the number, frequency or timing of audits and expenses of such accountant inspections by regulatory bodies with supervisory authority over the Administrator or by the Administrator resulting from a regulatory problem at the Sub-Accounting Agent and affecting the Sub-Accounting Agent’s ability to provide the Services hereunder or any material weakness or significant deficiency in the Sub-Accounting Agent’s internal controls. In addition, the Sub-Accounting Agent shall be paid entitled to impose a commercially reasonable per person hourly charge for the cooperation and assistance of its personnel in connection with any audit in excess of one (1) in any twelve (12) month period; provided, however, that no such charge may be imposed in connection with any audit or inspection by any regulatory body with supervisory authority over the Administrator or by the sublicenseeAdministrator resulting from a regulatory problem at the Sub-Accounting Agent and affecting the Sub-Accounting Agent’s ability to provide the Services hereunder or any material weakness or significant deficiency in the Sub-Accounting Agent’s internal controls. Licensee Nothing contained in this section shall obligate the Sub-Accounting Agent to provide Licensor with access to or otherwise disclose: (i) any information that is unrelated to the Administrator or the Funds and the provision of the Services to the Administrator; (ii) any information which is treated as confidential under the Sub-Accounting Agent’s corporate policies, including, without limitation, internal audit reports, compliance or risk management plans or reports, work papers and other reports and information relating to management functions; or (iii) any other documents, reports or other information that the Sub-Accounting Agent is obligated to maintain in confidence as a copy matter of all audit reports of sublicensees under this Section 3.2.8law or regulation. In addition, such reports any access provided hereunder to technology shall be deemed Confidential Information limited to a demonstration by the Sub-Accounting Agent of Licensee the functionality thereof and shall be subject a reasonable opportunity to Section 6(Confidentiality)communicate with the Sub-Accounting Agent personnel regarding such technology.

Audit Rights. Licensee (a) Until December 31, 2025, upon reasonable advance written notice from the Acting Holders, Parent shall permit an independent certified public accountant designated accounting firm of nationally recognized standing selected by Licensor such Acting Holders and reasonably acceptable to Licensee, Parent (the “Independent Accountant”) to have access, no more than once in each calendar year access at reasonable times during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent books and records of Parent and its Affiliates as may be reasonably necessary to determine the accuracy evaluate and verify Parent’s calculation of Net Sales reported, and payments made, by Licensee to Licensor within the three hereunder; provided that (3x) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only Acting Holders (a) the accuracy of Net Sales reported and the basis for royalty and other payments made Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly Parent with respect to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses confidential information of such accountant shall Parent or its Affiliates to be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner furnished pursuant to this Section 3.2.8 4.5 and if requested (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant accounting firm shall be paid borne by the sublicenseeParent. Licensee The Independent Accountant shall provide Licensor Parent with a copy of all audit reports disclosures made to the Acting Holders. The decision of sublicensees under this Section 3.2.8, such reports accounting firm shall be deemed Confidential Information of Licensee final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 6(Confidentiality4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b).

Audit Rights. Licensee On no less than five (5) business days notice from the Payee, the Payor shall permit make all such records, books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by an independent public accountant designated auditor selected by Licensor the Payee and reasonably acceptable to Licenseethe Payer, for the purpose of an audit to have accessdetermine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, no 6.4 or 6.5; provided that the Payee may not request such inspection more than once in each any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the Term preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and no more than twice during data (but only to the three (3) calendar years following extent related to the expiration or termination of contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, during regular business hours the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and upon at least sixty (60) days written noticethe Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to Licensee’s records and books the Payee solely to the extent necessary to determine document a discrepancy in any reports delivered and amounts paid by the accuracy of Net Sales reportedPayor pursuant to Section 6.3, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit6.4 or 6.5. The independent public accountant Payee shall be under solely responsible for its costs in making any such audit, unless the Payee identifies a confidentiality obligation to Licensee to disclose to Licensor only (a) discrepancy in favor of the accuracy Payor in the calculation of Net Sales reported and the basis for share of Gross Profit or royalty and or other payments made to Licensor payment owed, as applicable, under this Agreement and in any calendar year from those properly payable for that calendar year of five percent (b5%) or greater, in which event the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due Payor shall be paid promptly to solely responsible for the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses reasonable cost of such accountant shall be paid by Licensee; otherwise audit and pay the fees and expenses of such accountant shall be paid by LicensorPayee any underpayment. All matters reviewed information disclosed by such independent public accountant the Payor pursuant to this Section shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Payor.

Audit Rights. Licensee Proper annual and quarterly statements, as set forth in Article 26, shall permit be prepared and certified by Lessee to Lessor in conjunction with such Gross Receipts. Lessor may, at its option, cause an independent public accountant designated by Licensor audit to be made of Lessee's business affairs and reasonably acceptable to Licensee, to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books relating to the extent necessary Leased Premises for the period covered by any such statements issued by Lessee; provided such audit is conducted pursuant to determine the accuracy of Net Sales reported, following terms and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only conditions: (a) the accuracy of Net Sales reported Lessor may audit only Lessee's non-consolidated books and the basis for royalty and other payments made to Licensor under this Agreement and records, (b) the difference, if anysuch audit must be conducted by Lessor's employees or an independent nationally recognized accounting firm that is not being compensated by Lessor on a contingency fee basis; (c) such audit must be commenced within six (6) months after Lessee delivers to Lessor Lessee's annual accounting of Gross Receipts and once commenced, such reported audit shall be completed in a diligent and expeditious manner; (d) Lessor shall supply Lessee with a copy of the result of the audit within thirty (30) days after Lessor's receipt of same; (e) no audit shall be conducted if Lessor has previously conducted an audit for the same time period; (f) such audit shall be conducted during normal business hours, at a mutually agreed upon time, at Lessee's main accounting office; (g) such audit shall be at Lessor's sole cost and expense and any costs or expenses incurred by Lessee in providing Lessor with the information required to perform such audit, including, but not limited to, copying costs and delivery fees shall be paid amounts vary from amounts determined by Lessor to Lessee upon demand; and, (h) any information obtained by Lessor as a result of such audit shall be held in strict confidence by Lessor and shall not be disseminated further except to Lessor's accountants, attorneys and lenders. As used herein the auditterm "non-consolidated" shall mean only such of Lessee's books and records as reflect its sales solely at the Leased Premises. Notwithstanding any provision of this Lease, Lessor shall have no right under any circumstances or pursuant to any provisions of this Lease to inspect or audit any of Lessee's operations at any other location. Lessor shall not have the right to audit Lessee's records more than once per Lease Year. Once audited, a Lease Year may not again be audited. Notwithstanding anything in the foregoing to the contrary, Lessee shall have the right, to be exercised, if at all, within thirty (30) days after Lessee's receipt of the audit report, to contest such audit report, and in such case Lessor and Lessee shall work together to resolve such differences (and Lessor's auditor's report shall not be binding and conclusive upon Lessee until such differences are resolved [if Lessee exercises such rights]). Lessee shall maintain its books and records for at least three years from the end of any Lease Year. If such examination results audit shall disclose a liability for Rent to the extent of three percent (3%) or more in a determination that Net Sales excess of the Rents theretofore computed and paid by Lessee for such period, Lessee shall pay for the cost of any such audit. Lessee shall also pay interest on the amount of such liability at the lesser of the rate of twelve percent (12%) per annum or payments the highest rate allowed by law accruing from the date said liability would have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be properly paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Lessee hereunder.

Audit Rights. Licensee Subject to reasonable advance written notice from the Purchaser within six (6) months of each Royalty Right Payment Date, the Seller shall permit an independent public accountant designated accounting firm of national reputation chosen by Licensor and reasonably acceptable to Licensee, the Purchaser to have access, no more than once in each calendar year access during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours to the books and upon records of the Seller as may be reasonably necessary to audit the calculation of Product Net Sales and Royalty Right Payment Amounts (or reasons for the lack of any calculation therefor) for the applicable Royalty Right Period pertaining to such Royalty Right Payment Date. Any such audit shall be at the expense of the Purchaser; provided, however, that if any such audit reveals a discrepancy in favor of the Purchaser of at least sixty 5% of a Royalty Right Payment Amount, then the cost of such audit shall instead be borne by the Seller. In the event that any audit reveals an underpayment of any Royalty Right Payment Amount, then the underpayment amount shall be paid within thirty (6030) days written noticeafter Purchaser makes a demand therefor, to Licensee’s records and books to plus interest thereon if such amount is in excess of five percent (5%) of the extent necessary to determine amount that actually should have been paid. Such interest shall be calculated from the accuracy date such amount was due until the date such amount is actually paid, at the rate of Net Sales reportedone-half percent (0.5%) over the prime rate of interest as published in The Wall Street Journal, and payments madeEastern Edition, by Licensee to Licensor within in effect on the three (3) year period immediately preceding date such an auditamount was due. The independent public accountant accounting firm conducting any audit pursuant to this Section 2.5 shall agree to be under a confidentiality obligation to Licensee to disclose to Licensor only (a) bound by the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result terms of the audit. If such examination results in a determination that Net Sales Confidentiality Agreement or payments have been misstated, over or under paid amounts due shall be paid promptly otherwise agree to confidentiality provisions acceptable to the appropriate PartySeller. If Net Sales are understated Any books and records, information or other documentation provided or made available by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and Seller pursuant to this Section 2.5 shall be subject to Section 6 (Confidentiality)the Confidentiality Agreement. Licensee Notwithstanding the foregoing, the Seller shall use commercially reasonable efforts not be obligated to reserve the right to conduct audits of its sublicensees in a comparable manner provide or make available any books and records, information or other documentation pursuant to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, 2.5 unless the Net Sale Confidentiality Agreement is effective and has a remaining term of sublicensee are understated by greater not less than 10 percent (10%)six months at the time such books and records, in which case Licensee shall ensure that the fees and expenses of such accountant shall information or other documentation is to be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)provided or made available.

Audit Rights. Licensee Tenant shall permit an independent public accountant designated by Licensor have the right upon reasonable Notice to Landlord (but no more often than once per calendar year) and reasonably acceptable to Licenseeat its own cost and expense (without requirement that Tenant pay Landlord’s costs of complying with this provision), to have accessaudit or inspect Landlord’s books and records relating to L▇▇▇▇▇▇▇’s calculation of Operating Expenses and/or other Additional Rent payable by T▇▇▇▇▇. Landlord shall utilize or cause to be utilized accounting records and procedures for each fiscal year (or other applicable time period) conforming to generally accepted accounting principals, no more than once in each calendar year consistently applied, with respect to all Operating Expenses and calculations of other forms of Additional Rent. Landlord shall cooperate with Tenant during the Term and no more than twice course of an audit, making all pertinent records available to Tenant, Tenant’s employees or agents for inspection during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours and upon at least sixty (60) days written noticein Landlord’s building manager’s office. Landlord agrees to make such personnel available to Tenant as is reasonably necessary for Tenant, to LicenseeTenant’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales employees or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant agents to conduct such audit. Tenant, at LicensorTenant’s expenseemployees or agents shall be entitled to make copies of such records, unless provided Tenant bears the Net Sale expense of sublicensee are understated such copying and further provided that T▇▇▇▇▇ agrees to keep such copies in a confidential manner. If during the course of an Audit, Tenant uncovers that Landlord has overcharged Tenant, then Landlord shall pay to Tenant: (i) the overcharged amounts; and (ii) in the event that Landlord overcharged Tenant by greater more than 10 five percent (105%), in which case Licensee shall ensure that addition to the fees overcharged amounts, the reasonable costs and expenses incurred by Tenant in connection with the Audit. The making of such accountant payments to Landlord by T▇▇▇▇▇ and the acceptance of payments from Landlord by Tenant shall be paid not preclude Tenant from questioning the accuracy of any payment made or charge assessed by Landlord for Operating Expenses for up to two (2) years after the sublicensee. Licensee shall provide Licensor with a copy end of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)year adjustment has been made as provided above.

Audit Rights. Licensee (a) Until December 31, 2025, upon reasonable advance written notice from the Acting Holders, Parent shall permit an independent certified public accountant designated accounting firm of nationally recognized standing selected by Licensor such Acting Holders and reasonably acceptable to Licensee, Parent (the “Independent Accountant”) to have access, no more than once in each calendar year access at reasonable times during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent books and records of Parent and its Affiliates as may be reasonably necessary to determine the accuracy evaluate and verify Parent’s calculation of Net Sales reported, and payments made, by Licensee to Licensor within the three hereunder; provided that (3x) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only Acting Holders (a) the accuracy of Net Sales reported and the basis for royalty and other payments made Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly Parent with respect to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses confidential information of such accountant shall Parent or its Affiliates to be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner furnished pursuant to this Section 3.2.8 4.5 and if requested (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant accounting firm shall be paid borne by the sublicenseeParent. Licensee The Independent Accountant shall provide Licensor Parent with a copy of all audit reports disclosures made to the Acting Holders. The decision of sublicensees under this Section 3.2.8, such reports accounting firm shall be deemed Confidential Information of Licensee final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 6(Confidentiality4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b), as applicable.

Audit Rights. Licensee shall permit an independent public accountant designated by A. Licensor and reasonably acceptable its authorized representatives shall have the right up to two (2) times per year during regular business hours, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to have accessconduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, no more than once in each calendar year during case, solely with respect to the Term Products and no more than twice during Services, use of the three (3) calendar years following Licensed Marks and as necessary to confirm Licensee’s compliance with the expiration or termination terms of this Agreement, during regular business hours . Licensor and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant its authorized representatives shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments also have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of its sublicensees the Licensed Marks is not in a comparable manner to material conformance with the Standards of Quality or other material terms of this Section 3.2.8 Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and if requested by Licensor shall appoint an independent public accountant to conduct such auditcircumstances of the inspection and examination, at Licensor’s expensesole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, unless from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed ▇▇▇▇ is affixed and representative samples showing all other uses of the Net Sale of sublicensee are understated Licensed Marks by greater than 10 percent (10%)Licensee. Upon Licensor’s reasonable request, in which case Licensee shall ensure permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the fees and expenses requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all review, inspection or audit reports of sublicensees under this Section 3.2.8Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such reports steps and agreements shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)not prevent Licensor from pursuing any claims that it may have in connection with this Agreement.

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor Symantec may audit Your use of the Licensed Software and reasonably acceptable Maintenance to Licenseeverify that Your usage complies with applicable Entitlement Confirmation(s), to have accessincluding without limitation through collection and use of Collected Data, no self-certifications, on-site audits and/or audits done using a third party auditor. An audit will be done upon reasonable notice and during normal business hours, but not more often than once in each calendar year unless a material discrepancy was identified during the Term and no more than twice during course of a prior review. You agree to implement internal safeguards to prevent any unauthorized copying, distribution, installation, or use of, or access to, the three (3) calendar years following the expiration or termination of Licensed Software. You further agree to keep records sufficient to certify Your compliance with this License Agreement, during regular business hours and, upon request of Symantec, provide and certify metrics and/or reports based upon at least sixty (60) days written notice, to Licensee’s such records and books accounting for both numbers of copies (by product and version) and network architectures as they may reasonably relate to Your licensing and deployment of the extent necessary Licensed Software. If Your usage of the Licensed Software or Maintenance is not compliant, You will promptly submit an order within thirty (30) days, at Manufacturer’s Suggested Reseller Price (MSRP), or as mutually agreed upon with Symantec, applicable to determine Your use of the accuracy Licensed Software or Maintenance in excess of Net Sales reportedYour entitlement rights including, but not limited to software license fees , new and lapsed Maintenance fees, and payments madereinstatement costs. Lapsed Maintenance or excess subscription fees will be calculated at a minimum of one (1) year, by Licensee to Licensor within the three (3) year period immediately preceding such unless an auditaccurate calculation can be determined. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve Symantec reserves the right to conduct audits charge interest at the rate of its sublicensees in a comparable manner to this Section 3.2.8 one and if requested one-half percent (1½%) per month or the highest interest rate allowed by Licensor law, whichever is lower, from the date on which such amount became due. Symantec shall appoint an independent public accountant to conduct bear the costs of any such audit, at Licensor’s expense, unless except where the Net Sale audit demonstrates that the MSRP value of sublicensee are understated by greater than 10 Your non-compliant usage exceeds five percent (105%)) of the MSRP value of Your compliant deployments. In such case, in which case Licensee addition to purchasing appropriate licenses and Maintenance for any over-deployed Licensed Software, You shall ensure that reimburse Symantec for the fees and expenses of such accountant shall be paid by costs for the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)audit.

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor and reasonably acceptable to Licensee, to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) Subject to Section 13(c) upon Library’s written request, BZ DISC will provide Library with the accuracy of Net Sales reported most recent summary audit report(s) concerning compliance and the basis for royalty and other payments made to Licensor undertakings under this Agreement Agreement. BZ DISC ’s policy is to share methodology, and executive summary information, not raw data or private information, Personal Data, or information not applicable to the Services provided under this Agreement. BZ DISC will reasonably cooperate with Library by providing available additional information to help Library better understand such compliance and undertakings. To the extent it is not possible to otherwise satisfy an audit obligation mandated by applicable Data Protection Laws and Regulations and subject to Section 13(c), only the legally mandated entity (bsuch as a governmental regulatory agency having oversight of Library’s operations) or a third party auditor mutually agreed to by the differenceparties and subject to a written confidentiality agreement may conduct an onsite visit of BZ DISC facilities. After conducting an audit or receiving an BZ DISC report under this Section 13, Library shall notify BZ DISC of the specific manner, if any, such reported and paid amounts vary from amounts determined as a result in which BZ DISC does not comply with any of the auditsecurity, confidentiality, or data protection obligations in this DPA. If Any such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall information will be deemed Confidential Information of Licensee BZ DISC and shall be protected the same as Library’s Confidential Information . BZ DISC shall in no circumstances provide Library with the ability to audit any portion of its Service that would be reasonably expected to compromise the confidentiality of the information or Personal Data BZ DISC Processes for its other customers. (b) Library may not audit BZ DISC ’s sub-processors without prior agreement of BZ DISC and the sub-processor. Library agrees that requests to audit sub-processors may be satisfied by BZ DISC or the sub-processor presenting up-to-date attestations, reports or extracts from independent bodies, including without limitation external or internal auditors, BZ DISC ’s data protection officer, its IT security department, its data protection or quality auditors, other mutually agreed third parties, or certification by way of an IT security or data protection audit. If GDPR requires BZ DISC to permit its sub-processors to be audited, the sub-processor being audited must also agree to the third party auditor and be added as a party to the confidentiality agreement among the parties. (c) Unless otherwise required by GDPR, Library may request a summary audit report(s) or audit BZ DISC no more than once annually. Library must provide at least thirty (30) days prior written notice to BZ DISC of a request for summary audit report(s) or request to audit. The scope of any audit will be limited to BZ DISC ’s policies, procedures and controls relevant to the protection of Library’s Personal Data and defined in Schedule 1. Subject to Section 13(b), all audits will be conducted during normal business hours, at BZ DISC ’s principal place of business or other BZ DISC location(s) where Personal Data is accessed, processed or administered, and will not unreasonably interfere with BZ DISC’s day-to-day operations. An audit will be conducted at Library’s sole cost and by a mutually agreed upon third party, shall be subject to Section 6 (Confidentiality)a non-disclosure agreement containing confidentiality provisions substantially similar to those set forth in the Agreement, which agreement shall obligate it to maintain the confidentiality of all BZ DISC Confidential Information and all audit findings. Licensee Before the commencement of any such on-site audit, BZ DISC and Library shall use commercially reasonable efforts to reserve mutually agree upon the timing, and duration of the audit. BZ DISC will reasonably cooperate with the audit, including providing the auditor the right to conduct audits of its sublicensees in a comparable manner review but not to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicenseecopy BZ DISC security information or materials during normal business hours. Licensee Library shall provide Licensor BZ DISC with a full copy of all findings of the audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)at no charge.

Audit Rights. Licensee Subject to reasonable advance written notice from the Purchaser within six (6) months of each Royalty Right Payment Date, the Seller shall permit an independent public accountant designated accounting firm of national reputation chosen by Licensor and reasonably acceptable to Licensee, the Purchaser to have access, no more than once in each calendar year access during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours to the books and upon records of the Seller as may be reasonably necessary to audit the calculation of MosaiQ™ Net Sales and Royalty Right Payment Amounts (or reasons for the lack of any calculation therefor) for the applicable Royalty Right Period pertaining to such Royalty Right Payment Date. Any such audit shall be at the expense of the Purchaser; provided, however, that if any such audit reveals a discrepancy in favor of the Purchaser of at least sixty 5% of a Royalty Right Payment Amount, then the cost of such audit shall instead be borne by the Seller. In the event that any audit reveals an underpayment of any Royalty Right Payment Amount, then the underpayment amount shall be paid within thirty (6030) days written noticeafter Purchaser makes a demand therefor, to Licensee’s records and books to plus interest thereon if such amount is in excess of five percent (5%) of the extent necessary to determine amount that actually should have been paid. Such interest shall be calculated from the accuracy date such amount was due until the date such amount is actually paid, at the rate of Net Sales reportedone-half percent (0.5%) over the prime rate of interest as published in The Wall Street Journal, and payments madeEastern Edition, by Licensee to Licensor within in effect on the three (3) year period immediately preceding date such an auditamount was due. The independent public accountant accounting firm conducting any audit pursuant to this Section 2.5 shall agree to be under a confidentiality obligation to Licensee to disclose to Licensor only (a) bound by the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result terms of the audit. If such examination results in a determination that Net Sales Confidentiality Agreement or payments have been misstated, over or under paid amounts due shall be paid promptly otherwise agree to confidentiality provisions acceptable to the appropriate PartySeller. If Net Sales are understated Any books and records, information or other documentation provided or made available by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and Seller pursuant to this Section 2.5 shall be subject to Section 6 (Confidentiality)the Confidentiality Agreement. Licensee Notwithstanding the foregoing, the Seller shall use commercially reasonable efforts not be obligated to reserve the right to conduct audits of its sublicensees in a comparable manner provide or make available any books and records, information or other documentation pursuant to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, 2.5 unless the Net Sale Confidentiality Agreement is effective and has a remaining term of sublicensee are understated by greater not less than 10 percent (10%)six months at the time such books and records, in which case Licensee shall ensure that the fees and expenses of such accountant shall information or other documentation is to be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)provided or made available.

Audit Rights. Licensee ORTHO shall permit keep, and shall cause its AFFILIATES and SUBLICENSEES to keep, full, true and accurate books of account containing all particulars in accordance with ORTHO's normal accounting procedures then in effect for the purpose of showing the amount payable to KOSAN by way of royalty as aforesaid or by way of any other provision hereunder. Said books of account shall be kept at ORTHO's (or if sales by a SUBLICENSEE, at the SUBLICENSEE's) principal place of business. Said books and the supporting data shall be maintained and kept open during reasonable business hours, for [**] following the end of the calendar year to which they pertain (and access shall not be denied thereafter, if reasonably available), to the inspection of an independent certified public accountant designated retained by Licensor KOSAN and reasonably acceptable to LicenseeORTHO or such SUBLICENSEE for the purpose of verifying ORTHO's royalty statements, or ORTHO's compliance in other respects with this AGREEMENT, but this right to have access, no inspect may not be exercised more than once in each any year and once a calendar year during period is audited, it may not be re-audited unless a payment [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. discrepancy is identified. Said accountant shall disclose to KOSAN only information relating to the Term accuracy of the royalty reports and no more than twice during the three (3) calendar years following royalties paid under this AGREEMENT. Names of customers and other confidential information shall not be disclosed to KOSAN by such independent accountant. Such accountant shall be retained at KOSAN's sole expense. Notwithstanding the expiration or termination foregoing, inspections of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s the records and books of SUBLICENSEES shall be limited to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve ORTHO has the right to conduct audits of authorize KOSAN to make such inspection; provided that if ORTHO does not have the right to authorize KOSAN to make such an inspection, upon KOSAN's request, ORTHO, at its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint expense, using an independent public certified accountant reasonably acceptable to conduct KOSAN, shall inspect the SUBLICENSEE's records and shall provide to KOSAN the results of such inspection. In any audit, at Licensor’s expense, unless the Net Sale if an underpayment of sublicensee are understated by greater more than 10 five percent (105%)) is established for a quarter, in which case Licensee LICENSEE shall ensure that pay the fees and expenses costs of the audit of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee period and shall be subject promptly pay to KOSAN any amounts due together with interest as provided in Section 6(Confidentiality)7.7.

Audit Rights. Licensee (a) Until December 31, 2025, upon reasonable advance written notice from the Acting Holders, Parent shall permit an independent certified public accountant designated accounting firm of nationally recognized standing selected by Licensor such Acting Holders and reasonably acceptable to Licensee, Parent (the “Independent Accountant”) to have access, no more than once in each calendar year access at reasonable times during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent books and records of Parent and its Affiliates as may be reasonably necessary to determine the accuracy evaluate and verify Parent’s calculation of Net Sales reported, and payments made, by Licensee to Licensor within the three hereunder; provided that (3x) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only Acting Holders (a) the accuracy of Net Sales reported and the basis for royalty and other payments made Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly Parent with respect to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses confidential information of such accountant shall Parent or its Affiliates to be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner furnished pursuant to this Section 3.2.8 4.5 and if requested (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant accounting firm shall be paid borne by the sublicenseeParent. Licensee The Independent Accountant shall provide Licensor Parent with a copy of all audit reports disclosures made to the Acting Holders. The decision of sublicensees under this Section 3.2.8, such reports accounting firm shall be deemed Confidential Information of Licensee final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 6(Confidentiality4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Sections 2.4(b) and 2.4(c), as applicable.

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor (a) Upon the written request of Isis or Alnylam, as the case may be, and reasonably acceptable to Licensee, to have access, no not more than once in each calendar year, Isis or Alnylam will permit the other Party’s independent certified public accountant to have access upon reasonable advance notice and during normal business hours to its records as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for the current year during and the Term preceding 2 years prior to the date of such request. The accounting firm will disclose to the auditing Party only whether the royalty reports are correct or incorrect, the specific details concerning any discrepancies, and no more than twice during the three (3) corrected amount of Net Sales and royalty payments. No other information will be provided to the auditing Party. Once a Party has audited a particular calendar years following year under this section, the expiration or termination of Party will be precluded from subsequently auditing such calendar year. In any sublicense granted by a Party under this Agreement, during regular business hours such Party will endeavor to secure a similar audit right and upon at least sixty (60) days written notice, to Licensee’s records and books to if reasonably requested by the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding other Party will enforce such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and audit right. (b) If such accounting firm concludes that additional royalties were owed during such period, the difference, if any, such reported and paid amounts vary from amounts determined as a result delinquent Party will pay the additional royalties within 90 days of the auditdate such Party receives the accounting firm’s written report. If The fees charged by such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall accounting firm will be paid by Licensee; otherwise the fees and expenses auditing Party unless the additional royalties, milestones or other payments owed by the audited Party exceed 5% of such accountant shall be the royalties, milestones or other payments paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be for the time period subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the audited Party will pay the reasonable fees and expenses of such accountant shall be paid charged by the sublicensee. Licensee shall provide Licensor with a copy of accounting firm. (c) Each Party will treat all audit reports of sublicensees financial information subject to review under this Section 3.2.89.3 or under any sublicense agreement in accordance with the confidentiality provisions of Article 12, and will cause its accounting firm to enter into an acceptable confidentiality agreement obligating such reports shall be deemed Confidential Information of Licensee and shall be subject firm to Section 6(Confidentiality)retain all such financial information in confidence pursuant to such confidentiality agreement.

Audit Rights. Licensee (a) At the Direction of Noteholders holding at least 25% of the Outstanding Principal Balance of the Senior Class of Notes, the Senior Trustee shall instruct the Servicer on behalf of the Issuer to exercise the Issuer’s rights pursuant to Section 8.12 of the Counterparty License Agreement, with respect to periods commencing on or after January 1, 2014, to audit the books and records of Counterparty (which audit or inspection may only be made at the times and in the manner provided by and otherwise in conformity with the requirements of the audit rights of the Seller provided for by Section 8.12 of the Counterparty License Agreement, including that such audit rights may be exercised only once per calendar year), and the Issuer shall cause the Trustee to include for distribution to Noteholders and Beneficial Holders that have executed and delivered to the Registrar a Confidentiality Agreement any written audit report that the Issuer or the Servicer receives with respect to such inspection or audit in the next Distribution Report (after receipt of such written audit report) to be distributed pursuant to Section 2.13. Any such written audit report shall be treated confidentially pursuant to the terms of the Confidentiality Agreement; provided, however, that nothing in this Section 6.13(a) shall prohibit or restrict the Issuer’s ability to unilaterally exercise its rights pursuant to Section 4.7 of the Purchase and Sale Agreement in the absence of any such Direction of the Noteholders. (b) At the Direction of Noteholders holding at least 25% of the Outstanding Principal Balance of the Senior Class of Notes, the Issuer shall, upon not less than ten Business Days’ prior written notice to the Issuer, permit an independent public accountant designated accounting firm of nationally recognized standing selected by Licensor such Noteholders to make such inspection and audit of the books and records of the Issuer as may reasonably acceptable be necessary to Licenseedetermine the correctness of any Distribution Report, including the calculations made by the Calculation Agent in respect of any Calculation Date, as set forth in Section 3.4, and the payments made pursuant to have accessSection 3.6 with respect thereto. Such inspection and audit (x) may not be conducted more than once during any calendar year, no (y) shall be conducted by such accounting firm during normal business hours at such place or places where such books and records are held and (z) may not be conducted more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination respect of any given Calculation Date. Subject to this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%Section 6.13(b), the fees Issuer shall make available to such accounting firm such books and expenses records of the Issuer reasonably pertinent to such accountant inspection and audit and shall reasonably cooperate with such accounting firm in connection therewith. Such accounting firm shall prepare a report disclosing its conclusions with respect to the accuracy or inaccuracy of the amounts inspected and audited and shall furnish such report to the Trustee for distribution to Noteholders and Beneficial Holders that have executed and delivered to the Registrar a Confidentiality Agreement. In the event of any inaccuracy reported by such accounting firm, the Issuer shall cause the amounts to be paid by Licensee; otherwise to the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject Collection Account for distribution on the succeeding Payment Date pursuant to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts 3.6(a) to reserve the right to conduct audits of its sublicensees be adjusted in a comparable manner to this accordance with Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality3.6(d).

Audit Rights. Licensee (a) IPC and its Affiliates shall maintain complete and accurate records in reasonably sufficient detail to permit Tris to confirm the accuracy of the calculation of Transfer Price. Upon no less than fifteen (15) days prior notice, such records shall be made available during regular business hours, for a period of three (3) years from the end of the calendar year to which they pertain, for examination, not more often than once each calendar year, by an independent certified public accountant designated selected by Licensor Tris and reasonably acceptable to LicenseeIPC, for the sole purpose of verifying the accuracy of the IPC Invoices pursuant to have accessthis Agreement and subject to the provision of and agreed Statement of Work for the auditor (inclusive of any auditor’s fees and compensation guidelines) by the parties to the selected auditor. Audits shall be undertaken in a manner which does not disrupt IPC’s normal course of business. Any such auditor shall enter into a confidentiality agreement with IPC and shall not disclose IPC’s Confidential Information, no except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by IPC or the amount of payments due from IPC to Tris under this Agreement. Any amounts shown to be owed but unpaid shall be paid, and any amounts showed to be overpaid will be refunded, within forty-five (45) days from the accountant’s report. Tris shall bear the full cost of such audit unless such audit discloses an underpayment to or overpayment by Tris of more than once $[*****], in which case IPC shall bear the full cost of such audit. (b) Tris, and each calendar year Affiliate and Third Party sublicensee of Tris shall maintain complete and accurate records in reasonably sufficient detail to permit IPC to confirm the accuracy of the calculation of IPC’s share of Net Profits and other amounts billed to IPC or to which IPC is entitled (collectively, such records, which may include reports, statements, notices, invoices and documents, are referred to as “Tris Statements”). Upon no less than fifteen (15) days prior notice, such records shall be available during the Term and no more than twice during the regular business hours for a period of three (3) years from the end of the calendar years following year to which they pertain for examination, not more often than once each calendar year, by an independent certified public accountant selected by IPC and reasonably acceptable to Tris, for the expiration sole purpose of verifying the accuracy of the Tris Statements pursuant to this Agreement and subject to the provision of and agreed Statement of Work (inclusive of any auditor’s fees and compensation guidelines) by the parties to the selected auditor. Audits shall be undertaken in a manner which does not disrupt Tris’ normal course of business. Any such auditor shall enter into a confidentiality agreement with Tris, or termination of this Agreementthe germane Affiliate(s) or Third Party sublicensee(s) and shall not disclose Confidential Information, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books except to the extent such disclosure is necessary to determine verify the accuracy of Net Sales reportedthe financial reports furnished by audited party or the amount of payments due from Tris or other audited party to IPC under this Agreement. Any amounts shown to be owed but unpaid shall be paid, and payments madeany amounts showed to be overpaid will be refunded, by Licensee to Licensor within forty-five (45) days from the three (3) year period immediately preceding such an auditaccountant’s report. The independent public accountant IPC shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) bear the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses full cost of such accountant shall be paid audit unless such audit discloses an underpayment to or overpayment by Licensee; otherwise the fees and expenses IPC of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater more than 10 percent (10%)$[*****], in which case Licensee Tris shall ensure that bear the fees and expenses full cost of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)audit.

Audit Rights. Licensee (a) Until the earlier of achievement of the Net Sales Milestone or the expiration of the Milestone Period, upon reasonable advance written notice from the Holder Representative, Parent shall permit an independent certified public accountant designated accounting firm of nationally recognized standing mutually agreed by Licensor the Holder Representative and reasonably acceptable to Licensee, Parent (the “Independent Accountant”) to have access, no more than once in each calendar year access at reasonable times during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours to the books and upon at least sixty records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of the Net Sales Milestone hereunder; provided that (60i) days written noticesuch Holder Representative (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.03 and (ii) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The Independent Accountant will keep all books and records of Parent and its Affiliates strictly confidential, and will provide only a report of the results of its findings to Licensee’s records and books Holder Representative. The reasonable, documented, out-of-pocket fees charged by such accounting firm (to the extent necessary to determine consistent with a previously agreed budget at the accuracy time of Net Sales reported, and payments made, engagement by Licensee to Licensor within such Independent Accountant) shall be borne by the three (3) year period immediately preceding such an auditHolder Representative. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee Independent Accountant shall provide Licensor Parent with a copy of all audit reports disclosures made to the Holder Representative. The decision of sublicensees under this Section 3.2.8, such reports accounting firm shall be deemed Confidential Information of Licensee final, conclusive and binding on Parent, Holder Representative and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. The audit rights set forth in this Section 6(Confidentiality4.03(a) may not be exercised by the Holder Representative more than once; provided however, that if the Independent Accountant determines in its audit that the actual amount of Net Sales as of the date the Independent Accountant began its audit pursuant to this Section 4.03(a) is more than 10% greater than the amount Parent calculated Net Sales to be as of such date, the Holder Representative may exercise these audit rights a second time no sooner than 12 months after the completion of the first audit. (b) If, in accordance with the procedures set forth in Section 4.03(a), the Independent Accountant concludes that the Net Sales Milestone should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder the applicable portion of the Net Sales Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by B▇▇▇▇▇▇▇▇, from when such Milestone should have been paid, as applicable, to the date of actual payment, as applicable; provided that, for clarity, such adjusted Net Sales Milestone Amount shall otherwise be paid pursuant to the procedures set forth in Section 2.04.

Audit Rights. Licensee (a) If a Milestone has not been attained by the applicable Milestone Deadline Date, Parent shall deliver to the Rights Agent, on a date that is within sixty (60) days following the last day of the applicable Milestone Deadline Date, a written notice (the “Expiry Notice”) indicating which Milestone was not attained and an Officer’s Certificate certifying that such Milestone was not attained and is not payable to the Holders of such CVR. (b) Within thirty (30) days after the receipt of a Milestone Notice or an Expiry Notice, the Rights Agent may request one meeting with one or more representatives of the Parent Rights Chain Group with detailed knowledge of activities, progress and results pertaining to such Milestone (each, a “Parent Rights Chain Representative”), for the purpose of providing the Rights Agent with an opportunity to inquire about the achievement of such Milestone. At least one of the Parent Rights Chain Representatives must be an officer with operating responsibility for commercialization of CVR Product. If the Rights Agent so requests a meeting, the Rights Agent and the appropriate Parent Rights Chain Representatives, shall, within sixty (60) days after such request, meet in person or by telephone conference or video conference as mutually agreed by the applicable parties. In addition, for thirty (30) days after delivery of a Milestone Notice or an Expiry Notice, if requested by the Rights Agent, Parent shall make available a qualified employee of Parent or the applicable member of the Parent Rights Chain Group with appropriate expertise to respond telephonically or electronically to questions posed by the Rights Agent. (c) Until the end of the Milestone Period (the “Audit Period”), and thereafter for the duration of any audit requested during the Audit Period, Parent shall, and shall cause each of its Affiliates to, keep complete and accurate books and records in sufficient detail to ascertain properly and to verify the payments owed hereunder. (d) Upon the written request of the Rights Agent during the Audit Period, Parent shall, and shall cause each of its Affiliates to, permit an independent public accountant designated (the “Independent Auditor”) reasonably satisfactory to Parent and selected by Licensor and reasonably acceptable to Licenseethe Rights Agent, at the Holders’ expense, to have access, upon reasonable prior notice and during normal business hours, but no more than once one time during any calendar year, to inspect the books and records specified in each calendar year during the Term and no more than twice during Section 4.4(c) for the three preceding years (3) calendar years following the expiration or termination but only for purposes of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner auditing periods not previously audited pursuant to this Section 3.2.8 4.4(d)). If the Independent Auditor concludes that Parent failed to timely report achievement of any Milestone, then (x) Parent shall promptly reimburse the Holders (through the Rights Agent) for the out-of-pocket costs of the audit and if requested (y) Parent shall promptly pay the Milestone Payment for such Milestone, along with interest from the due date until the date of payment thereof at a per annum rate equal to 2.00% plus the prime rate as published in The Wall Street Journal, from time to time, effective from the date that payment was due, compounded monthly; provided that interest shall not accrue at a rate that exceeds the maximum rate permitted by Licensor applicable Legal Requirements; provided, further, that payment of such interest shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%)not limit, in which case Licensee shall ensure that any way, any party’s (including any Holder’s) rights to exercise any other remedies it may have as a consequence of the fees and expenses lateness of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)any payment.

Audit Rights. Licensee Proper annual and quarterly statements, as set forth in Article 26, shall permit be prepared and certified by Lessee to Lessor in conjunction with such Gross Receipts. Lessor may, at its option, cause an independent public accountant designated by Licensor audit to be made of Lessee's business affairs and reasonably acceptable to Licensee, to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books relating to the extent necessary Leased Premises for the period covered by any such statements issued by Lessee;Have ▇▇▇ ▇▇▇▇▇ review these insertions provided such audit is conducted pursuant to determine the accuracy of Net Sales reported, following terms and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only conditions: (a) the accuracy of Net Sales reported Lessor may audit only Lessee's non-consolidated books and the basis for royalty and other payments made to Licensor under this Agreement and records, (b) the difference, if anysuch audit must be conducted by Lessor's employees or an independent nationally recognized accounting firm that is not being compensated by Lessor on a contingency fee basis; (c) such audit must be commenced within six (6) months after Lessee delivers to Lessor Lessee's annual accounting of Gross Receipts and once commenced, such reported audit shall be completed in a diligent and expeditious manner; (d) Lessor shall supply Lessee with a copy of the result of the audit within thirty (30) days after Lessor's receipt of same; (e) no audit shall be conducted if Lessor has previously conducted an audit for the same time period; (f) such audit shall be conducted during normal business hours, at a mutually agreed upon time, at Lessee's main accounting office; (g) such audit shall be at Lessor's sole cost and expense and any costs or expenses incurred by Lessee in providing Lessor with the information required to perform such audit, including, but not limited to, copying costs and delivery fees shall be paid amounts vary from amounts determined by Lessor to Lessee upon demand; and, (h) any information obtained by Lessor as a result of such audit shall be held in strict confidence by Lessor and shall not be disseminated further except to Lessor's accountants, attorneys and lenders. As used herein the auditterm "non-consolidated" shall mean only such of Lessee's books and records as reflect its sales solely at the Leased Premises. Notwithstanding any provision of this Lease, Lessor shall have no right under any circumstances or pursuant to any provisions of this Lease to inspect or audit any of Lessee's operations at any other location. Lessor shall not have the right to audit Lessee's records more than once per Lease Year. Once audited, a Lease Year may not again be audited. Notwithstanding anything in the foregoing to the contrary, Lessee shall have the right, to be exercised, if at all, within thirty (30) days after Lessee's receipt of the audit report, to contest such audit report, and in such case Lessor and Lessee shall work together to resolve such differences (and Lessor's auditor's report shall not be binding and conclusive upon Lessee until such differences are resolved [if Lessee exercises such rights]). Lessee shall maintain its books and records for at least three years from the end of any Lease Year. If such examination results audit shall disclose a liability for Rent to the extent of three percent (3%) or more in a determination that Net Sales excess of the Rents theretofore computed and paid by Lessee for such period, Lessee shall pay for the cost of any such audit. Lessee shall also pay interest on the amount of such liability at the lesser of the rate of twelve percent (12%) per annum or payments the highest rate allowed by law accruing from the date said liability would have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be properly paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Lessee hereunder.

Audit Rights. Licensee 3.7.1 VIB shall permit an independent have the right, through a certified public accountant designated by Licensor and or like person reasonably acceptable to LicenseeAmpio, upon execution of a reasonable confidentiality agreement, to have accessexamine the records of Ampio, no more than once in each calendar year during or its Affiliates or, if Ampio has the Term right, its licensees or * Confidential Information, indicated by [***] has been omitted from this filing and no more than twice during filed separately with the three (3) calendar years following the expiration or termination of this AgreementSecurities Exchange Commission. subcontractors, during regular business hours upon reasonable notice and upon at least sixty for one (601) days written noticecalendar year after its termination; provided, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reportedhowever, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only that: (a) such examination shall not take place more often than once a calendar year and shall not cover such records for more than the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement preceding calendar year, and (b) such accountant shall report to VIB only as to the difference, if any, such reported and paid amounts vary from amounts determined as a result accuracy of the auditreports or payments of Additional Consideration provided or made by Ampio under this Agreement. The accountant shall send a copy of the report to Ampio at the same time it is sent to VIB. 3.7.2 In negotiating any agreements or contracts with its licensees and subcontractors of Ampio Products hereunder, Ampio shall use its commercially reasonable efforts to include a provision permitting VIB to conduct an audit of each such licensee or subcontractor in the manner described in Section 3.7.1 above. If Ampio is unable to successfully negotiate the inclusion of such examination a provision, then Ampio agrees that, on request from VIB, it will conduct an audit, in accordance with the terms of Ampio’s contract or agreement with such licensee or subcontractor, of such licensee’s or subcontractor’s books and records to the extent they relate to the sale of an Ampio Product and shall provide the results in a determination that Net Sales of such audit to VIB, to the extent permitted under the terms of any such contract or payments have been misstated, over agreement with such licensee or subcontractor. 3.7.3 Inspections conducted under paid amounts due this Section 3.7 shall be at the expense of VIB, unless a variation or error producing an underpayment in amounts payable by Ampio to VIB as Additional Consideration exceeding an amount equal to five per cent (5%) of the amount paid promptly for a period covered by the inspection is established, in which case all reasonable costs relating to the appropriate Party. If Net Sales inspection for such period and any unpaid amounts that are understated by greater than ten percent (10%), the fees and expenses of such accountant discovered shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Ampio.

Audit Rights. Licensee Upon at least thirty (30) days prior written notice from Mallinckrodt and not more than twice in each calendar year, Neuromed shall permit permit, and shall require its Affiliates to permit, an independent certified public accountant designated accounting firm of nationally recognized standing, selected by Licensor Mallinckrodt and reasonably acceptable to LicenseeNeuromed, to have access, no more than once in each calendar year access during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours and upon at least sixty (60) days written noticethe audited party’s principal place of business, to Licensee’s such books of account and records of any audited party as may be reasonably necessary to verify the accuracy of the invoices provided by Neuromed under either Section 2.3 or Section 3.6 for any period of time ending not more than twenty four (24) months prior to the date of such request. If an audit pursuant to this Section 5 establishes that Neuromed overcharged Mallinckrodt for Development Costs or fees for Transition Services, then Neuromed shall promptly (and, in any event, no less than ten (10) Business Days after the accounting firm has notified both Neuromed and books Mallinckrodt in writing of the nature and amount of any overcharge) remit to Mallinckrodt the amount of such overcharge (to the extent necessary such overcharged amount had been paid by Mallinckrodt to determine Neuromed) plus interest (at the accuracy prime rate plus 2% as published in the Wall Street Journal at the end of Net Sales reported, and payments the month preceding the month in which such repayment is to be made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit). The independent public accountant shall be under a confidentiality obligation fees charged by such accounting firm in connection with any audit pursuant to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant Section 5 shall be paid by Licensee; otherwise Mallinckrodt, provided, however, that such an audit establishes an overcharge by Neuromed that is more than five percent (5%) of the total amounts of Development Costs or Transition Services Fees actually due to Neuromed under this Agreement for the period being audited, then Neuromed shall pay the reasonable fees and expenses charged by such accounting firm in connection with such audit. Mallinckrodt shall treat all financial information subject to review under this Section as the Proprietary Information of Neuromed and its Affiliates, and shall cause its accounting firm to retain all such accountant financial information in confidence. In addition, Mallinckrodt’s accounting firm shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject required to Section 6 (Confidentiality). Licensee shall use commercially execute a reasonable efforts confidentiality agreement prior to reserve the right to conduct audits of its sublicensees in a comparable manner commencing any audit pursuant to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)5.

Audit Rights. Licensee ELAN shall permit keep and maintain for [***] years complete and accurate records of Operating Income (Loss) and Net Sales of Co-Developed Products for the relevant Co-Development Territory(ies), Indications and formulations (“Co-Development Net Sales”) in sufficient detail to allow confirmation of same by the JPT, the JMC and ARCHEMIX. ARCHEMIX shall have the right for a period of [***] Calendar Years after such Operating Income (Loss) and Co-Development Net Sales are reconciled in accordance with Section 4.11.6(a) to appoint at its expense an independent certified public accountant designated by Licensor and reasonably acceptable to LicenseeELAN to audit the relevant records of ELAN and its Affiliates to verify that the amount of such Operating Income (Loss) and Co-Development Net Sales are correctly determined. ELAN and its Affiliates shall each make its relevant records available for audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon [***] days written notice from ARCHEMIX, solely to have access, no verify that such Operating Income (Loss) and Co-Development Net Sales hereunder were correctly determined. Such audit right shall not be exercised by ARCHEMIX more than once in each calendar year during the Term any Calendar Year and no period may be audited more than twice during the three (3) calendar years following the expiration or termination once. All records made available for audit shall be deemed to be Confidential Information of ELAN. The results Portions of this Agreement, during regular business hours Exhibit were omitted and upon at least sixty (60) days written notice, to Licensee’s records and books have been filed separately with the Secretary of the Commission pursuant to the extent necessary Company’s application requesting confidential treatment under Rule 406 of the Securities Act. of each audit, if any, shall be reported in writing to determine both Parties promptly (but in no event later than [***] days) after the accuracy audit and shall be binding on both Parties. In the event there was an error in the amount of such Operating Income (Loss) and Co-Development Net Sales reportedreported by ELAN hereunder, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) if the accuracy effect of Net Sales reported and the basis for royalty and other payments made error resulted in an underpayment to Licensor under this Agreement ARCHEMIX, ELAN shall promptly (but in any event no later than [***] days after ELAN’s receipt of the report so concluding) make payment to ARCHEMIX of the underpayment amount, and (b) if the difference, if any, such reported and paid amounts vary from amounts determined as a result effect of the auditerror resulted in an overpayment to ARCHEMIX, ARCHEMIX shall promptly (but in any event no later than [***] days after ARCHEMIX’ receipt of the report so concluding) make payment to ELAN of the overpayment amount. If ARCHEMIX shall bear the full cost of such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated audit unless such audit discloses an underpayment by greater ELAN of more than ten [***] percent (10[***]%), ) of the fees and expenses aggregate amount of such accountant shall be paid by Licensee; otherwise the fees and expenses ARCHEMIX’ share of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 Operating Income (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees Loss) in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%)any Calendar Year, in which case Licensee ELAN shall ensure that the fees and expenses of reimburse ARCHEMIX for all reasonable costs incurred by ARCHEMIX in connection with such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)audit.

Audit Rights. Licensee CIM and LWP shall permit an independent public accountant designated by Licensor and reasonably acceptable each have the right, upon reasonable written notice to Licenseethe other party, to inspect, or have accessits agent inspect, no more than once subject to such * Certain information on this page has been omitted and filed with the Commission. Confidental treatment has been requested with respect to the omitted portions. confidentiality requirements as may reasonably be imposed by the other party, such other party's books and records and all other documents and material in each calendar year the possession of or under its control with respect to all amounts described in this Agreement at the place or places where such records are normally retained by LWP or CIM, respectively. CIM or LWP or their agents shall have free and full access thereto during normal LWP or CIM business hours for such purposes and shall be permitted to be able to make copies thereof and extracts therefrom. In the Term event that an inspection reveals a discrepancy in the amount of any payments owed CIM or LWP from what was actually paid, LWP or CIM shall promptly pay (or, if applicable, LWP shall cause an Other Partner to promptly pay) such discrepancy. In the event that such discrepancy is in excess of five percent (5%) of the payments due for the period audited, LWP or CIM shall also reimburse the other party, as appropriate (or, if applicable, LWP shall cause an Other Partner to promptly reimburse CIM), for the reasonable costs of performing the audit. All books and no more than twice during the records relative to LWP's, CIM's, or if applicable, an Other Partner's respective obligations hereunder shall be maintained and kept accessible and available to CIM or LWP, respectively, for inspection for at least three (3) calendar years following the expiration or after termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee LWP shall use commercially reasonable efforts to reserve acquire equal or substantially equal audit and inspection rights with Other Partners, particularly those of Other Partners who are allocated Advertising Inventory on General CIM Talk City Joint Content Areas under SECTION 5.3.2(IV) or who possess the right to conduct audits of Advertising Inventory on their own Other Partner Joint Content Areas described in SECTION 5.3.2(III) in the event CIM exercises its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent Other Traffic Partner Option (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentialityas defined below).

Audit Rights. Licensee (a) Zymeworks shall permit have the right during the […***…] period described in Section 6.4.1 to appoint at its expense an independent certified public accountant designated by Licensor and of nationally recognized standing (the “Accounting Firm”) reasonably acceptable to LicenseeCelgene to inspect or audit the relevant records of Celgene and its Related Parties to verify that the amount of such payments were correctly determined. Celgene and its Related Parties shall each make its records available for inspection or audit by the Accounting Firm during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Zymeworks, solely to have access, no verify the payments hereunder were correctly determined. Such inspection or audit right shall not be exercised by Zymeworks more than once in each calendar year during the Term any Calendar Year and no may cover a period ending not more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books […***…] prior to the extent necessary date of such request. All records made available for inspection or audit pursuant to determine the accuracy this Section 6.4.2 shall be deemed to be Confidential Information of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an auditCelgene. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy results of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the differenceeach inspection or audit, if any, such reported and paid amounts vary from amounts determined as shall be binding on both Parties unless a result Party instead chooses to escalate the results to the dispute resolution process described in Section 14.5. If the amount of any payment hereunder was underreported, Celgene shall promptly (but in any event no later than […***…] after Celgene’s receipt of the auditAccounting Firm’s report so concluding) make payment to Zymeworks of the underreported amount. If such examination results in a determination Zymeworks shall bear the full cost of an audit that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner it conducts pursuant to this Section 3.2.8 and if requested 6.4.2 unless such audit discloses an under reporting by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale Celgene of sublicensee are understated by greater more than 10 […***…] percent (10[…***…]%)) of the aggregate amount of the payments hereunder reportable in any Calendar Year, in which case Licensee Celgene shall ensure that reimburse Zymeworks for all costs incurred in connection with such inspection or audit. (b) The Accounting Firm will disclose to Zymeworks only whether the fees Agreement Payments are correct or incorrect and expenses the specific details concerning any discrepancies. No other information will be provided to Zymeworks without the prior consent of Celgene unless disclosure is required by Applicable Laws or judicial order. Celgene is entitled to require the Accounting Firm to execute a reasonable confidentiality agreement prior to commencing any such accountant shall be paid by the sublicenseeaudit. Licensee The Accounting Firm shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee its report and shall be subject findings to Section 6(Confidentiality)Celgene.

Audit Rights. Licensee PDL shall permit have the right to have an independent public accountant designated by Licensor and nationally-recognized accounting firm reasonably acceptable to Licensee, to have access, no more than once in each calendar year during GMN access the Term books and no more than twice during the three (3) calendar years following the expiration or termination records of this Agreement, during regular business hours GMN and upon at least sixty (60) days written notice, to Licensee’s records and books its Affiliates solely to the extent necessary to determine verify GMN’s Fully Burdened Cost described in Section 7.1. Such audit shall be conducted upon at least [****]* advanced written notice to GMN and shall commence on a date reasonably acceptable to both Parties, not to be later than [****]* after PDL’s notice. Such audit shall only be during GMN’s normal business hours. Such audit shall not be more frequent than [****]*, may occur only with respect to the accuracy of Net Sales reportedimmediately preceding [****]*, may not audit less than [****]*, and payments made, by Licensee may not be conducted more than [****]* with respect to Licensor within the three (3) year period immediately preceding such an auditany particular [****]*. The independent public accountant auditing party shall be under required to sign a confidentiality obligation agreement for the benefit of, and in a form reasonably acceptable to, GMN and/or its Affiliates. GMN shall be provided the opportunity to Licensee discuss any discrepancies found during such audit with the auditors prior to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result auditor issuing its final report. The final report shall be shared with both of the auditParties, after PDL has reviewed and discussed the report with its accounting firm. If such examination results in a determination that Net Sales or payments have been misstatedany audit discloses any underpayments by PDL to GMN, over or under paid amounts due shall be paid promptly to then unless contested by PDL within [****]* after receipt of the appropriate Party. If Net Sales are understated by greater than ten percent (10%)necessary documentation of the amount owed, the fees and expenses of such accountant any underpayment shall be paid by Licensee; otherwise PDL to GMN within [****]* of it being so disclosed. If any audit discloses any overpayments by PDL to GMN, then unless contested by GMN within [****]* after receipt of the fees and expenses necessary documentation of such accountant the amount owed, PDL shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve have the right to conduct audits credit the amount of its sublicensees the overpayment together with any interest thereon calculated in a comparable manner accordance with Section 7.3, against subsequent payment due to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees GMN under this Section 3.2.8Agreement or have any such overpayment and interest refunded to it. If any audit discloses any overcharges by GMN in excess of [****]*, such reports GMN shall be deemed Confidential Information pay the costs of Licensee and shall be subject to Section 6(Confidentiality)the accounting firm.

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor Symantec may audit Your use of the Licensed Software and reasonably acceptable Maintenance to Licenseeverify that Your usage complies with applicable Entitlement Confirmation(s), to have accessincluding without limitation through collection and use of Collected Data, no self-certifications, on-site audits and/or audits done using a third party auditor. An audit will be done upon reasonable notice and during normal business hours, but not more often than once in each calendar year unless a material discrepancy was identified during the Term and no more than twice during course of a prior review. You agree to implement internal safeguards to prevent any unauthorized copying, distribution, installation, or use of, or access to, the three (3) calendar years following the expiration or termination of Licensed Software. You further agree to keep records sufficient to certify Your compliance with this License Agreement, during regular business hours and, upon request of Symantec, provide and certify metrics and/or reports based upon at least sixty (60) days written notice, to Licensee’s such records and books accounting for both numbers of copies (by product and version) and network architectures as they may reasonably relate to Your licensing and deployment of the extent necessary Licensed Software. If Your usage of the Licensed Software or Maintenance is not compliant, You will promptly submit an order within thirty (30) days, at Manufacturer’s Suggested Reseller Price (MSRP), or as mutually agreed upon with Symantec, applicable to determine Your use of the accuracy Licensed Software or Maintenance in excess of Net Sales reportedYour entitlement rights including, but not limited to software license fees , new and lapsed Maintenance fees, and payments madereinstatement costs. Lapsed Maintenance or excess subscription fees will be calculated at a minimum of one (1) year, by Licensee to Licensor within the three (3) year period immediately preceding such unless an auditaccurate calculation can be determined. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve Symantec reserves the right to conduct audits charge interest at the rate of its sublicensees in a comparable manner to this Section 3.2.8 one and if requested one- half percent (1½%) per month or the highest interest rate allowed by Licensor law, whichever is lower, from the date on which such amount became due. Symantec shall appoint an independent public accountant to conduct bear the costs of any such audit, at Licensor’s expense, unless except where the Net Sale audit demonstrates that the MSRP value of sublicensee are understated by greater than 10 Your non-compliant usage exceeds five percent (105%)) of the MSRP value of Your compliant deployments. In such case, in which case Licensee addition to purchasing appropriate licenses and Maintenance for any over-deployed Licensed Software, You shall ensure that reimburse Symantec for the fees and expenses of such accountant shall be paid by costs for the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)audit.

Audit Rights. Licensee Purchaser with respect to Section 2.2.3 and this Article 4 and Seller with respect to Sections 2.3.4 and 4.1 shall permit keep complete and accurate books and records for purposes of documenting the amount and calculations of, as applicable, Net Sales [***], Gross Profit, Gross Profit Split, the Compensatory Payments and, to the extent it is a basis for an increase in the Transfer Price pursuant to Section 4.1, increases in Raw Material Costs and Labor Costs. Said books of account shall be kept at Purchaser’s or Seller’s principal place of business, as applicable. Upon reasonable notice, each Purchaser or Seller, as applicable, at its expense, shall have the right to have an independent public accountant designated by Licensor and accounting firm (reasonably acceptable to Licenseethe other party) obtain access to the other party’s financial records, to have accessduring reasonable business hours, no solely for the purpose of verifying such party’s payments hereunder; provided, however, that this right may not be exercised more than once in each any calendar year during (unless a prior audit by the Term audited party in such calendar year reveals a discrepancy of the greater of 5% of the payment(s) audited or $25,000 in any calendar quarter and then the auditing party may exercise its audit right no more than twice during such calendar year). The accountants engaged by the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books auditing party shall report to the extent necessary auditing party only information of the audited party related to determine the accuracy of Net Sales reportedthe audited party’s calculations then being audited. The findings of the accountants engaged by the auditing party shall be final and binding upon the parties hereto, and the payments made, by Licensee attributable to Licensor within the three (3) year any particular period immediately preceding may only be audited once for such an auditperiod. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result Any underpayment or overpayment of the audit. If amount due hereunder due to a miscalculation of such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due amount shall be paid promptly within 30 days after the delivery of a written accountants’ report to each party. In the appropriate Party. If Net Sales are understated by event any such audit reveals a shortfall greater than ten percent (10%)5% of the payment(s) audited or $25,000 in any calendar quarter, then the fees and expenses reasonable costs of the accountants engaged by the auditing party to perform such accountant audit shall be reimbursed by the audited party. Any underpayment or overpayment amount paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner pursuant to this Section 3.2.8 and if requested by Licensor 4.5 shall appoint an independent public accountant to conduct accrue interest on such audit, amount from the original due date at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Overdue Interest Amount.

Audit Rights. Licensee shall permit The IESO, an independent public accountant designated auditor identified by Licensor and reasonably acceptable to Licenseethe IESO, to have access, no more than once or the Government of Ontario (in each calendar year case, the “Inspecting Party”), will be entitled to request copies of, and access to, the Recipient’s books and records from time to time during the Term Audit Period for audit, verification, or reporting purposes, and no more than twice may provide all such records and information to its third party advisors, the OEB, and the Government of Ontario. The Inspecting Party may, at its own expense, upon twenty-four hours’ notice to the Recipient, enter upon the Recipient’s premises during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours to review the progress of the Initiative and upon at least sixty (60) days written noticethe Recipient’s expenditure of funds and, for these purposes, the Inspecting Party may: inspect and copy the records and documents referred to Licenseein Section 9.1 of the Funding Agreement; and conduct an audit or investigation of the Recipient in respect of the expenditure of the funds, the completion of the Deliverables, and/or the Initiative. To assist in respect of the rights set out in this Section 9.2, the Recipient must disclose any information reasonably requested by the Inspecting Party, and must do so in a form and within the time frames reasonably requested by the Inspecting Party. No provision of the Funding Agreement will be construed so as to give the Inspecting Party any control whatsoever over the Recipient’s records and books or those of its contractors. If any discrepancy is identified by the audit referred to in this Section 9.2, the appropriate adjustments will be promptly made between the Parties. If there has been an overpayment by the IESO, the amount of the overpayment will constitute a debt due to the extent necessary to determine the accuracy of Net Sales reported, IESO and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall may be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the auditso recovered. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to overpayment is greater than 3% of the appropriate Party. If Net Sales are understated by greater than ten percent (10%)funding in respect of the Deliverables set out in Schedule “D”, the fees and expenses Cost of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall audit must be paid by the sublicenseeRecipient, and such amount will also constitute a debt due to the IESO and may be so recovered. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8Any debt due to the IESO herein referred to may, such reports shall in addition to any other remedies available at law or in equity, also be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)recovered by the IESO by set-off.

Audit Rights. Licensee shall permit Each Party, through an independent independent, internationally recognized certified public accountant designated by Licensor and reasonably acceptable to Licenseethe other Party (such acceptability not to be unreasonably withheld), shall have the right to have access, no more than once in each calendar year during access and audit the Term other Party’s relevant books and no more than twice during records for the three (3) calendar years following the expiration or termination sole purpose of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported with respect to Licensor’s right to audit, verifying Licensee’s milestone and the basis for royalty and other payments made to Licensor due under this Agreement and the calculation of Net Sales upon which such milestone and royalty payments are calculated and verifying the Supply Price charged by Licensee pursuant to Article 7.2 (if applicable), and (b) the differencewith respect to Licensee’s right to audit, if anyapplicable, verifying the Supply Price charged by Licensor pursuant to Article 7.1; such reported access shall be conducted after reasonable prior notice by the auditing Party to the audited Party during the audited Party’s ordinary business hours, shall not be more frequent than once during any calendar year. Such accountant shall execute a confidentiality agreement with the audited Party in customary form and shall only disclose to the auditing Party whether, in the case of Licensor as the auditing Party, Licensee paid amounts vary from amounts determined Licensor the correct milestone and royalty payments due under this Agreement during the audit period and (if applicable) Licensee charged the correct Supply Price during the audit period and, in the case of Licensee as a result the auditing Party, Licensor charged the correct Supply Price during the audit period and if not, any information necessary to explain the source of the auditdiscrepancy. If such examination results in audit determines that the audited Party underpaid any amount properly due and such determination is not subject to a determination good faith dispute, then the audited Party shall promptly pay the other Party an amount equal to such underpayment. If such audit determines that Net Sales or payments have been misstatedthe audited Party overpaid the other Party, over or under paid amounts due then the other Party shall be paid promptly issue a refund to the appropriate audited Party in the amount of such overpayment. The auditing Party shall bear the full cost of such audit unless such audit discloses (i) in the case of Licensor as the auditing Party. If Net Sales are understated , an underpayment of milestones or royalties by greater Licensee of more than ten five percent (105%)) of the amount due for the audited period, or (ii) in the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information case of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve as the right to conduct audits auditing party, an overcharge of its sublicensees in a comparable manner to this Section 3.2.8 and if requested the Supply Price by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater more than 10 five percent (105%)) of the amount due for the audited period, in which case Licensee the audited Party shall ensure that bear the fees and expenses full cost of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)audit.

Audit Rights. Licensee 14.1.1 3DP shall permit an independent have the right, at its expense, through a certified public accountant designated by Licensor and reasonably acceptable to LicenseeHeska and 3DP, to have accessexamine the records required to be maintained by Heska under this Agreement during regular business hours, no and upon reasonable prior notice, before the termination or expiration of this Agreement and for three years thereafter, provided that such examination shall not take place more often than once a year and shall not cover such records for more than once the preceding three years, and provided further that such accountant shall report to 3DP only on the accuracy of royalty statements and payments. If the auditor discloses a discrepancy in each calendar year during royalties owed by Heska to 3DP and royalties paid to 3DP which exceeds five percent (5%) of total Net Sales made until the Term date of completion of the audit, Heska shall pay the entire expense of the audit and no more than twice during pay to 3DP the three (3) calendar years following entire amount of the expiration or termination discrepancy plus interest within 30 days from the date upon which 3DP notified Heska of this Agreementthe discrepancy. Interest shall be computed at the rate set forth in Section 14.5. 14.1.2 Heska shall have the right, at its expense, through a certified public accountant reasonably acceptable to 3DP and Heska, during regular business hours and upon at least sixty (60) days written reasonable prior notice, to Licensee’s examine 3DP's records and books of FTE Years applied to the extent necessary Research and costs of Test Compounds supplied to Heska at Heska's expense to determine 3DP's compliance with its obligations as to the allocation of FTE Years to the Research and to charge Heska its cost for such Test Compounds, and its records relating to amounts payable to Heska under Section 4.4 to determine compliance with its obligations under Section 4.4, before the termination or expiration of this Agreement and for three years thereafter, provided that such examination shall not take place more often than once a year and shall not cover such records for more than the preceding three years, and provided further that such accountant shall report to Heska only on 3DP's allocation of FTE Years or the accuracy of Net Sales reported, and payments made, under Section 4.4. If the auditor discloses a discrepancy in amounts owed by Licensee 3DP to Licensor within Heska under Section 4.4 which exceeds five percent (5%) of total amounts payable until the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy date of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result completion of the audit, 3DP shall pay the entire expense of the audit and pay to Heska the entire amount of the discrepancy plus interest within 30 days from the date upon which Heska notified 3DP of the discrepancy. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due Interest shall be paid promptly to computed at the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to rate set forth in Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)14.5.

Audit Rights. Licensee During each Royalty Term and for a period of [***] thereafter, upon no less than [***] advance written notice to Purchaser from Seller, Purchaser shall permit provide access, during Purchaser’s normal business hours, to its books and records relating to its payment obligations under this Agreement, including without limitation, sales records relating to the applicable Natural Product or Cultured Product, to an independent certified public accountant designated accounting firm appointed by Licensor Seller, at Seller’s own cost and reasonably acceptable to Licenseeexpense, to have access, no verify Purchaser’s compliance with Purchaser’s Royalties and Sublicensing Revenue payment obligations hereunder. Seller and its representatives agree to protect the confidentiality of all information obtained in such inspection pursuant to Section 11.9. Any such audit shall not be more frequently than once in each calendar year any twelve (12) month period. Seller shall promptly provide Purchaser a copy of any report generated during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant If any audit reveals an underpayment of Royalties or Sublicensing Revenue in excess of [***] of the amount due with respect to the period being audited, Purchaser shall be under pay, within [***] of Purchaser’s receipt of a confidentiality obligation to Licensee to disclose to Licensor only report of the audit results (a) the accuracy reasonable, documented costs of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and such audit plus (b) such additional Royalties and Sublicensing Revenue that were payable to Seller at an earlier date but for Purchaser’s reporting error plus (c) interest on such Royalties and Sublicensing Revenue at the differencerate of [***], if anywhichever is lower, from the date such reported and paid amounts vary from amounts determined as a result Royalties or Sublicensing Revenue were originally payable hereunder. In the event that such audit reveals an overpayment of the audit. If Royalties or Sublicensing Revenue by Purchaser, (i) such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due overpayment shall be paid promptly credited against Purchaser’s future Royalty and Sublicensing Revenue payments to the appropriate Partyextent due or (ii) Seller shall promptly refund such overpayment to Purchaser, as elected by Purchaser in writing. If Net Sales are understated Notwithstanding the foregoing, should any Governmental Entity audit Seller and should such audit relate to the Agreement, Purchaser shall provide access, during Purchaser’s normal business hours, to its books and records relating to its payment obligations under this Agreement, including without limitation, sales records relating to the Natural Products and Cultured Products, to an independent certified public accounting firm appointed by greater than ten percent (10%), the fees and expenses of Seller or directly to such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner Governmental Entity even if an audit pursuant to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor3.6 has already occurred in the past twelve (12) months. Seller’s expense, unless the Net Sale exercise of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all its audit reports of sublicensees rights under this Section 3.2.8, 3.6 may not (i) be conducted for any Fiscal Year more than [***] after the end of such reports shall be deemed Confidential Information of Licensee Fiscal Year to which such books and shall be subject to Section 6(Confidentiality)records pertain.

Audit Rights. Licensee (a) Upon reasonable advance written notice from the Acting Holders provided to Parent not less than forty-five (45) days in advance (such request not to be made more than once in any twelve (12) month period), Parent shall permit an independent certified public accountant designated accounting firm of nationally recognized standing selected by Licensor such Acting Holders and reasonably acceptable to Licensee, Parent (the “Independent Accountant”) to have access, no more than once in each calendar year access at reasonable times during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent books and records of Parent and the Parent Affiliates as may be reasonably necessary to determine the accuracy evaluate and verify Parent’s calculation of Net Sales reported, and payments made, by Licensee to Licensor within for purposes of the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy achievement of Net Sales reported Milestone 4 and the basis for royalty and other payments made to Licensor under this Agreement and (b) the differenceMilestone 1 Amount, if any, hereunder; provided, that, (x) such reported Acting Holders (and paid amounts vary from amounts determined as a result the Independent Accountant) shall enter into customary confidentiality agreements reasonably satisfactory to Parent no less stringent than the confidentiality obligations of the auditparties under this Agreement with respect thereto with respect to the Confidential Information of Parent or the Parent Affiliates to be furnished pursuant to this Section 4.5, which confidentiality agreements shall not prohibit the Acting Holders from communicating any such information with the Holders who have a need to know such information; provided, that, any such recipients are subject to confidentiality obligations no less stringent than the confidentiality obligations of the parties under this Agreement with respect thereto, and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of the Parent Affiliates; provided that Parent may, and may cause the Parent Affiliates to, redact documents and information not relevant for such calculation pursuant to this Section 4.5(a). If The decision of such examination results Independent Accountant shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such Independent Accountant with such access to the records of the acquiring party in a determination that Net Sales or payments have been misstated, over or under paid amounts due such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The fees charged by the Independent Accountant shall be paid promptly to by the appropriate Party. If Acting Holders; provided, however, that, if the Independent Accountant concludes that Parent has underreported or underpaid Parent’s calculation of Net Sales are understated and the payment of the Milestone 1 Amount by greater more than ten five percent (105%), the fees and expenses of charged by such accountant Independent Accountant shall be paid by Licensee; otherwise Parent. (b) If, in accordance with the fees procedures set forth in Section 4.5(a), the Independent Accountant concludes that Milestone 1 Amount or Milestone 4 Amount should have been paid but was not paid when due, Parent shall promptly, and expenses in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report and in no event later than December 31 of the Calendar Year that includes such accountant shall be paid by Licensor. All matters reviewed by delivery date, pay each Holder such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject Milestone 1 Amount or the Milestone 4 Amount, as applicable, pursuant to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality2.4(a).

Audit Rights. Licensee 3.11.1. DuPont shall permit an independent public accountant designated by Licensor and reasonably acceptable have the right, upon fifteen (15) days notice to LicenseeBioamber, to audit during regular business hours, those records deemed by the auditor to be reasonably necessary to audit to completion Bioamber’s performance under, and compliance with, this Agreement and to verify the payments accrued, made, or to be made, and the accuracy of any reports provided hereunder. During such examination, the auditor’s right to examine includes without limitation those records required to maintained pursuant to Section 3.10, as well as production and shipping logs and meeting notes and memoranda. 3.11.2. The auditor shall have accessthe right, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreementreasonable notice to Bioamber, to interview, during regular business hours and upon at least sixty (60) days written noticehours, Bioamber’s employees or contractors who may have access to Licensee’s records and books information deemed by the auditor to the extent be reasonably necessary to determine audit to completion Bioamber’s performance under, and compliance with, this Agreement and to verify the payments accrued, made, or to be made, and the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an auditany reports provided hereunder. 3.11.3. The independent public accountant auditor shall be required to agree to terms of confidentiality consistent with this Agreement with respect to any confidential information it receives, provided that such agreement shall not prohibit the reporting to DuPont of any finding under a confidentiality obligation the Audit. Bioamber shall require any sublicensees of the rights granted in Sections 2.1.1 and 2.1.2 to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor maintain such records as are required under this Agreement Agreement. Bioamber shall require any such sublicensees to allow DuPont to exercise the examination and (b) interview rights granted hereunder with respect to any such sublicensee. . 3.11.4. Such examination and/or interviews shall not take place more often than once a year, nor cover any records or information that date prior to the differencedate of the last such examination/interview. 3.11.5. In the event the report demonstrates that Bioamber has underpaid any amount contemplated hereunder, if anyBioamber shall promptly pay such amount together with interest calculated pursuant to Section 3.9. 3.11.6. If any such audit reveals that Bioamber has underpaid DuPont by [***] of the amount that was due DuPont, such reported and paid amounts vary from amounts determined as a result of Bioamber shall reimburse DuPont’s expenses incurred in conducting the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due Such reimbursement shall be paid promptly due as of the date DuPont notifies Bioamber of the shortage causes the reimburse obligation to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)arise.

Audit Rights. Licensee (a) Each Party (the “Auditing Party”) shall permit have the right during the […***…] described in Section 6.4.1 to appoint at its expense an independent certified public accountant designated by Licensor and of nationally recognized standing (the “Accounting Firm”) reasonably acceptable to Licenseethe other Party to inspect or audit the relevant records of the other Party (the “Audited Party”) and its Affiliates to verify that the amount of such expenses and payments (“Expenses and Payments”) were correctly determined. The Audited Party and its Related Parties shall each make its records available for inspection or audit by the Accounting Firm during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from the Auditing Party, solely to have access, no verify the expenses and payments hereunder were correctly determined. Such inspection or audit right shall not be exercised by the Auditing Party more than once in each calendar year during the Term any Calendar Year and no may cover a period ending not more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books […***…] prior to the extent necessary date of such request. All records made available for inspection or audit shall be deemed to determine be Confidential Information of the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an auditAudited Party. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy results of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the differenceeach inspection or audit, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to binding on both Parties. The Auditing Party shall bear the appropriate Party. If Net Sales are understated by greater than ten full cost of such audit unless such audit discloses at least a […***…]percent (10[…***…]%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 ) shortfall that exceeds at least […***…] dollars (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%$[…***…]), in which case Licensee shall ensure that the fees Audited Party will bear all reasonable costs and expenses of the audit. The Auditing Party will be entitled to recover any shortfall in payments as determined by such accountant audit. Similarly, if the audit reveals an overpayment, the Audited Party will be entitled to recover such overpayment as determined by such audit as actually received by the Auditing Party. Any underpayment or overpayment as determined under this Section 6.4.2(a) shall be promptly (but in any event no later than […***…] after the Audited Party’s receipt of the Accounting Firm’s report so concluding) paid to the Party entitled to payment hereunder. (b) The Accounting Firm will disclose to the Auditing Party only whether the Expenses and Payments are correct or incorrect and the specific details concerning any discrepancies. No other information will be provided to the Auditing Party without the prior consent of the Audited Party unless disclosure is required by Applicable Laws or judicial order. The Audited Party is entitled to require the sublicenseeAccounting Firm to execute a reasonable confidentiality agreement prior to commencing any such audit. Licensee The Accounting Firm shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee its report and shall be subject findings to Section 6(Confidentiality)the Audited Party.

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor (i) GSK agrees to keep full, clear and reasonably acceptable accurate records for a Project regarding the FTEs provided pursuant to Licensee, to have access, no more than once in each calendar year this Section 2.4.1 during the Term and no more immediately preceding [***]. Anacor shall have a right, upon not less than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days calendar days' prior written noticenotice to GSK to have an independent accounting firm (selected by Anacor and mutually acceptable to GSK) review such books and records relating to such FTEs with respect to such [***] time period for the sole purpose of verifying compliance with this Section 2.4.1. Such audit shall not be performed more frequently than once per calendar year and shall be conducted under appropriate confidentiality provisions. Such examination is to be made at the expense of Anacor, to Licensee’s records and books except in the event that the results of the audit reveal a shortfall in the number of FTEs provided by GSK (i.e., relative to the extent necessary to determine number of FTEs required by this Section 2.4.1) of five percent (5%) or more over the accuracy of Net Sales reportedperiod being audited, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding in which case reasonable audit fees for such an audit. The independent public accountant examination shall be under a confidentiality obligation to Licensee to disclose to Licensor only paid by GSK. (ii) Anacor shall keep full, clear and accurate records regarding (a) amounts spent on the accuracy of Net Sales reported and the basis for royalty and other payments made Research Collaboration pursuant to Licensor under this Agreement Section 2.4.1(d), and (b) FTEs provided pursuant to Section 2.4.1 during the differenceimmediately preceding [***]. GSK shall have a right, if any, such reported upon not less than sixty (60) calendar days' prior written notice to Anacor to have an independent accounting firm (selected by the GSK and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly mutually acceptable to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), Anacor) review such books and records relating to the fees Funding Commitment and/or the FTEs for the sole purpose of verifying Anacor's compliance with the Funding Commitment and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject FTE commitment pursuant to Section 6 (Confidentiality)2.4.1. Licensee Such audit shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall not be paid by the sublicensee[***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

Audit Rights. 16*** 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. (i) Licensor or its representative shall have the right to annually audit Licensee’s, its Affiliates’ and its Sublicensees’ records as set forth in this Section 6.9 . Licensee shall permit an independent public accountant designated by Licensor and reasonably acceptable or its representative to have access during normal business hours to such records of Licensee, its Affiliates and its Sublicensees as may be reasonably necessary to have access, no verify the accuracy of the royalty reports hereunder for any Semester during a Marketing Year ending not more than once in each calendar one (1) year prior to the date of such request, provided that if Licenseee or its Sublicensee as defined herein restates any of its financial statements, or if there are any financial irregularities reported, or if during the Term audit of Licensee’s records under this Section 6.9(b)(i) material discrepencies are found with regard to royalties owed to Licensor, Licensor shall be able to audit the Licensee’s or Sublicensee’s records for most recently ended Marketing Year and no any Marketing Year ending not more than twice during the three (3) years prior thereto. Annual audits can take place no more often than once per each calendar years following year. Notice of Licensor’s intent to conduct an audit must be provided within 30 days of the expiration later of: (i) Licensor’s receipt of the periodic royalty report reflecting full yearly sales of Licensed Product or termination (ii) Licensee’s filing of its official report in accordance with the Hong Kong Stock Exchange regulations. Except as otherwise provided in Section 6.9(b)(ii), each Party shall be responsible for its own costs and expenses relating to any audit conducted under this AgreementSection 6.9(b)(i). Licensee shall cause its Affiliates and Sublicensees to agree to make their records available for audit by Licensor or its representative as set forth in this Section 6.9. (ii) If any audit conducted by Licensor or its representative shows an underpayment of royalties to Licensor, during regular business hours and upon at least sixty Licensee shall remit to Licensor the amount of such underpayment within thirty (6030) days written noticeafter its receipt of Licensor’s request therefor. If an underpayment in royalties exceeds five percent (5%) of the total amount owed for the period then being audited, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reportedLicensee shall be responsible, and payments madepromptly shall reimburse Licensor, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of Licensor’s reasonable out-of-pocket costs for conducting the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested any audit conducted by Licensor shall appoint or its representative shows an independent public accountant overpayment of royalties to conduct such auditLicensor, then at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8option, such reports overpayment shall either be deemed Confidential Information of refunded to Licensee and shall promptly or be subject to Section 6(Confidentiality)credited against amounts payable by Licensee in subsequent Semesters.

Audit Rights. Licensee Upon at least thirty (30) days’ written notice, LICENSOR shall permit have the right, through an independent public accountant designated by Licensor and reasonably acceptable to Licenseeindependent, certified accounting firm, to have accessexamine such records and books of account of LICENSEE as are necessary to verify the accuracy of the Usage License Fee and other payments of LICENSEE under this Agreement. Such right may be exercised only once during any twelve (12) month period. Such examination may be performed during normal business hours at LICENSEE’S major place of business or at such other place as may be agreed upon by the LICENSOR and LICENSEE. The accounting firm may make abstracts or copies of such books of account solely for its use in performing the examination. LICENSOR will require, no prior to any such examination, such accounting firm to agree in writing that such firm will maintain all information, abstracts, and copies acquired during such examination in strict confidence and will not make any use of such material other than to confirm to LICENSOR the accuracy of LICENSEE payments hereunder. If an inspection of LICENSEE’S records by the accountant of LICENSOR shows that LICENSEE has paid more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of required under this Agreement, during regular business hours and upon any excess amounts will, at least sixty (60) days written noticeLICENSEE’S option, be promptly refunded or credited against future Usage License Fees. If an inspection of LICENSEE’S records by the accountant of LICENSOR shows that LICENSEE shows an under-reporting or underpayment by LICENSEE of any amount to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments madeLICENSOR, by Licensee to Licensor within the three more than one percent (31%) year period immediately preceding such an auditand less than five percent (5%) for any twelve (12) month period, any excess amounts will, at LICENSOR’s option, be promptly paid or debited against future Usage License Fees. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the differenceHowever, if anyan inspection of LICENSEE’S records shows an under-reporting or underpayment by LICENSEE of any amount to LICENSOR, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater more than ten percent (10%)) for any twelve (12) month period, then LICENSEE will reimburse LICENSOR for the fees and expenses reasonable cost of the inspection as well as pay to LICENSOR any amount found due within thirty (30) days of receipt of the results of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)inspection.

Audit Rights. Licensee With respect to any Change Order which adjusts the Contract Price by compensating Contractor on a reimbursable cost or time and materials basis, Contractor shall permit an independent public accountant designated by Licensor maintain, in accordance with Prudent Utility Practice and reasonably acceptable generally accepted accounting principles consistently applied, records and books of account as may be necessary for substantiation of all Contractor claims for additional compensation. Owner, Owner’s Engineer, the Financing Parties, if any, and their authorized representatives shall be entitled to Licensee, to have access, no more than once in each calendar year inspect and audit such records and books of account during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours and upon at least sixty reasonable advanced notice during the course of the Work and for a period of five (605) days written noticeyears after the Final Completion Date (or such longer period, where required by Applicable Law); provided, however, that the purpose of any such audit shall be only for verification of such costs, and Contractor shall not be required to Licensee’s keep records of or provide access to those of its costs covered by the fee, allowances, fixed rates, unit prices, lump sum amounts, or of costs which are expressed in terms of percentages of other costs. Contractor shall retain all such records and books to of account for a period of at least five (5) years after the extent necessary to determine the accuracy of Net Sales reportedFinal Completion Date (or such longer period, and payments made, where required by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (ConfidentialityApplicable Law). Licensee Contractor shall use commercially reasonable efforts to reserve cause all Major Subcontractors engaged in connection with the right to conduct audits Work or the performance by Contractor of its sublicensees warranty obligations herein to retain for the same period all their records relating to the Work for the same purposes and subject to the same limitations set forth in this Section 27.9. Audit data shall not be released by the auditor to parties other than Contractor, Owner, Owner’s Engineer, and their respective officers, directors, members, managers, employees and agents in connection with any such audit, subject to the provisions of Article 20. If, as a comparable manner result of any audit conducted pursuant to this Section 3.2.8 27.9, the results of such audit indicate that Contractor received more or less than the amount to which it was entitled under this Agreement, either Owner shall pay the additional amount owed to Contractor or Contractor shall refund any overpayment to Owner, as applicable, in either case within ten (10) Days of a written request therefor. Owner shall be responsible for all costs and if requested expenses of such audit unless an overpayment by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale Owner of sublicensee are understated by greater more than 10 three percent (103%)) of the subject payment is discovered, in which case Licensee shall ensure that the fees and expenses of such accountant Contractor shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, responsible for such reports shall be deemed Confidential Information of Licensee costs and shall be subject to Section 6(Confidentiality)expenses.

Audit Rights. Licensee shall Subject to the other terms of this Section 13.11.7(b) (Audit Rights), during the Term, at the request of Nurix, which will not be made more frequently than [*], upon at least [*] prior written notice from Nurix, and at the expense of Nurix, Seagen will permit an independent independent, nationally-recognized certified public accountant designated selected by Licensor Nurix and reasonably acceptable to Licensee, Seagen (the “Auditor”) to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreementinspect, during regular business hours hours, the relevant records required to be maintained by Seagen under Section 13.11.7(a) (Records); provided, that such audit right will not apply to records beyond [*] years from the end of the Calendar Year to which they pertain and upon at least sixty that records for a particular period may only be audited once. Prior to its inspection, the Auditor will enter into a confidentiality agreement with both Parties having obligations of confidentiality and non-use no less restrictive than those set forth in Article 16 (60Confidentiality) days written noticeand limiting the disclosure and use of such information by such accountant to authorized representatives of the Parties and the purposes germane to Section 13.11.7(a) (Records). The Auditor will report to Nurix only whether the particular amount being audited was accurate and, if not, the amount of any discrepancy and a reasonable summary of the reason for such discrepancy, and the Auditor will not report any other information to LicenseeNurix. Nurix will treat the results of the Auditor’s review of ▇▇▇▇▇▇’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be Seagen subject to Section 6 the terms of Article 16 (Confidentiality). Licensee In the event such audit leads to the discovery of an underpayment by ▇▇▇▇▇▇, Seagen will, within [*] after receipt of such report from the Auditor, pay Nurix the amount of such underpayment. Nurix shall use commercially pay the full cost of the audit unless the underpayment of amounts due to Nurix is either (i) greater than [*] of the amount due for the entire period being examined, or (ii) such underpayment exceeds [*], in either case (i) or (ii) Seagen shall pay the reasonable efforts cost charged to reserve Nurix by the right Auditor for the performance of such review. Any undisputed overpayments by ▇▇▇▇▇▇ revealed by such an examination will be creditable by ▇▇▇▇▇▇ against future payments owed by ▇▇▇▇▇▇ to conduct audits of its sublicensees Nurix under this Agreement. Seagen will include substantially similar rights as set forth in a comparable manner to this Section 3.2.8 and if requested 13.11.7(b) (Audit Rights) in any sublicense agreement with its Sublicensee; provided, however, that such sublicense agreement may provide that such audit be conducted by Licensor shall appoint Seagen, its Affiliate or an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale auditor designated by Seagen instead of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid an independent auditor designated by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Nurix.

Audit Rights. Licensee Without derogating from the above, the Purchaser shall permit an independent public accountant designated by Licensor maintain accurate records with respect to the sales of Products, the Sales Proceeds, the Sublicense Transactions and reasonably acceptable to Licensee, to have access, no the Sublicense Proceeds. Not more than once in each calendar year during a year, the Term and no more than twice during Purchaser shall provide to the three (3) calendar years following Escrow and/or other auditor designated by the expiration or termination of this AgreementSellers, at Sellers sole discretion, sufficient access, during regular normal business hours and upon at least sixty (60) days written noticehours, to Licensee’s records and books the Company's and/or to the extent necessary Purchaser's (as applicable) facilities, personnel and records relating to determine the accuracy sales of Net Products, the Sales reportedProceeds, the Sublicense Transactions and payments madethe Sublicense Proceeds, by Licensee to Licensor within verify the three (3) year period immediately preceding such an auditPurchaser’s compliance with its obligation to pay the Sales Consideration and/or the Sublicense Consideration due to the Sellers. The independent public accountant Escrow or auditor shall execute a confidentially undertaking towards the Purchaser as customary. The aforesaid audits shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the differenceconducted at Sellers’ expense. If, if any, such reported and paid amounts vary from amounts determined as a result of any audit, the auditauditor determines that the Purchaser has underpaid the Sellers, the Purchaser shall promptly pay to the Sellers the delinquent amount, plus annual interest at a rate of 12 month Libor + 8% calculated from the date the delinquent amount became due until the date of actual payment to the Sellers. If such examination results in a determination that Net Sales the audit shows an underpayment, and the Purchaser contests part or payments have been misstatedall of the findings, over or under paid amounts due the uncontested part shall be paid promptly to without delay and the appropriate Partycontested sums shall be resolved between the auditors of the Purchaser and the auditor or Escrow on behalf of the Sellers. If Net Sales are understated by greater than ten percent (10%)the audit discovers an overpayment, the fees overpayment shall be deemed on account of future Sales Proceeds, and the Sublicense Proceeds that become due. If any audit reveals an underpayment, during any audit period, exceeding 10% of the Sales Consideration and/or the Sublicense Consideration due during such period, the Purchaser shall reimburse the Seller, notwithstanding the above, for the reasonable costs and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality).

Audit Rights. Licensee 3.3.1 Westaim will keep and maintain proper and complete records and books of account in such form and detail as is necessary for the determination of the Fully Allocated Cost of Goods. Westaim shall permit an independent public accountant designated by Licensor and reasonably acceptable to Licensee, to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours and upon at least sixty fifteen (6015) days written noticeprior notice from S&N make those records available for audit by a nationally recognized accounting firm designated by S&N (except one to which Westaim shall have objection, to Licensee’s records and books to acting reasonably) for the extent necessary to determine the accuracy of Net Sales reportedsole purpose of, and payments madeWestaim will only be required to disclose information related to, verifying the Fully Allocated Cost of Goods and the correctness of calculations and classifications in respect thereof. Westaim shall preserve such records made in any calendar year for a period of seven (7) years following the close of that calendar year. In the event that such audit discloses that the actual amount of Fully Allocated Cost of Goods are less than the amount paid by Licensee S&N to Licensor within Westaim pursuant to this Article 3, then Westaim shall promptly reimburse to S&N such overpayment. In the three (event that such audit discloses that the actual amount of Fully Allocated Cost of Goods payable by S&N to Westaim are greater than the amount paid by S&N to Westaim pursuant to this Article 3) year period immediately preceding , then S&N shall promptly pay to Westaim such an underpayment based on the results disclosed by such audit. The independent public accountant cost of such audit shall be under borne by S&N unless such audit discloses that Fully Allocated Cost of Goods is less by [***] or more than the amount paid by S&N to Westaim pursuant to this Article 3 or such audit discloses that Fully Allocated Cost of Goods is more than the amount paid by S&N to Westaim pursuant to this Article 3, in which case Westaim shall be responsible for payment of all reasonable costs of such audit to a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result maximum of the amount of any underpayment by S&N to Westaim due to an incorrect calculation of Fully Allocated Cost of Goods and S&N shall be responsible for payment of all other costs of such audit. If such examination results in a determination that Net Sales or payments Notwithstanding the foregoing, S&N shall not have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits more than once, for the same purpose, an audit of its sublicensees in the same information, books and records, whether under this Agreement or the License and Development Agreement; provided, however, that if any such audit discloses that the actual Fully Allocated Cost of Goods was calculated incorrectly such that a comparable manner reimbursement by Westaim is required pursuant to this Section 3.2.8 3.3.1, then S&N shall have a further right to audit the same information, books and if requested records for the same purpose until such time as no further errors are found. 3.3.2 S&N will keep and maintain proper and complete records and books of account in such form and detail as is necessary for the determination of the Net Sales amounts payable by Licensor S&N to Westaim under this Agreement. S&N shall appoint an independent public accountant once in each calendar year during normal business hours upon fifteen (15) days prior notice from Westaim make those records available for audit by a nationally recognized accounting firm designated by Westaim (except one to conduct which S&N shall have objection, acting reasonably) for the sole purpose of, and S&N will only be required to disclose information related to, verifying such Net Sales and deductions therefrom and the correctness of calculations and classifications in respect thereof. S&N shall preserve such records made in any calendar year for a period of seven (7) years following the close of that calendar year. In the event that such audit discloses that the actual Net Sales amounts for Products are greater than the Net Sales amounts reported by S&N to Westaim pursuant to this Article 3 for purposes of calculating the purchase price payable by S&N to Westaim for Products, then S&N shall pay to Westaim any additional purchase price for Products based on the results disclosed by such audit, at Licensor’s expense, unless . In the event that such audit discloses that the actual Net Sales amounts for Products are less than the Net Sale Sales amounts reported by S&N to Westaim pursuant to this Article 3, then Westaim shall reimburse S&N for any such overpayment of sublicensee the purchase price for Products based on the results disclosed by such audit. The cost of such audit shall be borne by Westaim unless such audit discloses that the actual Net Sales amounts for Products are understated greater by greater [***] or more than 10 percent (10%)the Net Sales amounts reported by S&N to Westaim pursuant to this Article 3 or such audit discloses that the Net Sales for Products are less than the Net Sales reported by S&N to Westaim pursuant to this Article 3, in which case Licensee cases S&N shall ensure be responsible for payment of all reasonable costs of such audit to a maximum of the amount of any overpayment by S&N to Westaim due to an incorrect calculation of Net Sales and Westaim shall be responsible for payment of all other costs of such audit. Notwithstanding the foregoing, Westaim shall not have the right to conduct more than once, for the same purpose, an audit of the same information, books and records, whether under this Agreement or the License and Development Agreement; provided, however, that if any such audit discloses that the fees and expenses of actual Net Sales was calculated incorrectly such accountant shall be paid that a payment by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under S&N is required pursuant to this Section 3.2.83.3.2, then Westaim shall have a further right to audit the same information, books and records for the same purpose until such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)time as no further errors are found.

Audit Rights. Licensee Upon at least thirty (30) days’ written notice, LICENSOR shall permit have the right, through an independent public accountant designated by Licensor and reasonably acceptable to Licenseeindependent, certified accounting firm, to have accessexamine such records and books of account of LICENSEE as are necessary to verify the accuracy of the Usage License Fee and other payments of LICENSEE under this Agreement. Such right may be exercised only once during any twelve (12) month period. Such examination may be performed during normal business hours at LICENSEE’S major place of business or at such other place as may be agreed upon by the LICENSOR and LICENSEE. The accounting firm may make abstracts or copies of such books of account solely for its use in performing the examination. LICENSOR will require, no prior to any such examination, such accounting firm to agree in writing that such firm will maintain all information, abstracts, and copies acquired during such examination in strict confidence and will not make any use of such material other than to confirm to LICENSOR the accuracy of LICENSEE payments hereunder. If an inspection of LICENSEE’S records by the accountant of LICENSOR shows that LICENSEE has paid more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of required under this Agreement, during regular business hours any excess amounts will, at LICENSEE’S option, be promptly refunded or credited against future Usage License Fees. If an inspection of LICENSEE’S records by the accountant of LICENSOR shows that LICENSEE shows an under-reporting or underpayment by LICENSEE of any amount to LICENSOR, by more than one percent (1%) and upon less than five percent (5%) for any twelve (12) month period, any excess amounts will, at least sixty LICENSOR’s option, be promptly paid or debited against future Usage License Fees. However, if an inspection of LICENSEE’S records shows an under-reporting or underpayment by LICENSEE of any amount to LICENSOR, by more than five percent (605%) for any twelve (12) month period, then LICENSEE will reimburse LICENSOR for the reasonable cost of the inspection as well as pay to LICENSOR any amount found due within thirty (30) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result receipt of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)inspection.

Audit Rights. Licensee RxAMERICA will allow DS to conduct audits of RxAMERICA's current activities or of activities for the period of one year prior to the date of DS's request for an audit or such longer period as may be required by law, including applicable pharmacy regulations, or up to three years prior to the date of DS's request if such request is pursuant to requirements under agreements between DS and Third Party Insurance plans. Such audit may be conducted by DS's employee or agent who is mutually agreed upon by RxAMERICA and DS. RxAMERICA's approval of such employee or agent shall permit not be unreasonably withheld. If an independent public accountant designated audit of RxAMERICA is permitted or required by Licensor an agreement between DS and reasonably acceptable to Licensee, to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of a Third Party Insurance plan for Pharmacy Services rendered by RxAMERICA under this Agreement, during regular business hours and such audit shall be conducted by the Third Party Insurance plan's employee or agent who is agreed upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy by RxAMERICA. RxAMERICA's approval of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an auditemployee or agent shall not be unreasonably withheld. The independent public accountant shall be Third Party Insurance plan representative must sign an agreement to keep all information discovered during the audit confidential and to not disclose any information discovered during the audit to any person or entity other than the Third Party Insurance plan, DS or RxAMERICA or as otherwise required by law. Each of DS and each Third Party Insurance plan is permitted to conduct only one audit in any six (6) month period unless a prior audit has exposed material problems. Any audit conducted under a confidentiality obligation this Article 19 is limited to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor reviewing Pharmacy Services provided by RxAMERICA under this Agreement and to the RxAMERICA Facility's records, pharmacy licenses, registration and operations directly relating to performing Pharmacy Services. Such audits will be conducted at DS's or the Third Party Insurance plan's expense during normal business hours upon at least fourteen (b14) days prior written notice to RxAMERICA and shall not unreasonably interfere with RxAMERICA's normal business operations. RxAMERICA shall retain records that may be audited under this Article 19 for the longer of (i) the difference, if any, such reported period required by applicable laws and paid amounts vary (ii) five years. No person or entity other than DS has a right to obtain payment from amounts determined as a result RxAMERICA under this Agreement on the basis of any information discovered during an audit or on any other basis.. To the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater extent any Third Party Insurance plan desires different terms than ten percent (10%)those outlined above, the fees parties will negotiate in good faith the terms under which RxAMERICA and expenses of DS will implement such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)requests.

Audit Rights. The Licensing Administrator shall have the right to audit or have audited the books and records of Licensee relating to payments made or due hereunder for the sole purpose of verifying the amounts due and payable hereunder, not more than once per Calendar Year (unless any audit reveals a shortfall as provided in this section) upon reasonable notice to the Licensee. All such audits shall permit be conducted during reasonable business hours of the Licensee. 3.12.2.1 Any such audit shall be performed by an independent certified public accountant designated accountant(s) or equivalent (“Auditor”) selected by Licensor the Licensing Administrator and reasonably acceptable to Licensee, whose consent shall not be unreasonably withheld, in the country where the audit is to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality)take place. Licensee shall fully cooperate with Auditor in conducting such audit and shall permit Auditor to inspect and copy such portions of the Licensee’s books and records that the Auditor, in the Auditor’s discretion, deems appropriate and necessary in accordance with the professional standards applicable to the Auditor in the country where the audit is to take place (“Necessary Records”). It shall be a material breach of this Agreement for Licensee to fail to provide to Auditor such Necessary Records. 3.12.2.2 The Licensing Administrator shall have the Auditor (and each member or employee thereof participating in the audit) agree not to disclose any information learned by the Auditor in the audit to any Licensor, nor use commercially reasonable efforts to reserve any such information, except for providing the right to conduct audits Licensing Administrator with a statement of its sublicensees payments due by Licensee in a comparable manner to sufficient detail consistent with Article 3.11 hereof. 3.12.2.3 The cost of an audit in accordance with Article 3.12.2 of this Section 3.2.8 and Agreement shall be at the expense of the Licensing Administrator; provided, however, the Licensee shall pay the cost of the audit if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by audit reveals any underpayment which in the aggregate is greater than 10 five percent (105%)) of the amount actually due for the period being audited. Any payments due by the Licensee under Article 3.12 shall be due within thirty (30) days of notice from the Licensing Administrator. 3.12.2.4 Within thirty (30) days after receiving notice from the Licensing Administrator of any shortfalls uncovered, in which case Licensee shall ensure that pay (i) any shortfalls plus interest as set forth in Section 3.9 herein, as measured from the fees date when such shortfall should have been paid; and expenses (ii) the cost of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees if required under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Article 3.12.2.3 hereof.

Audit Rights. Licensee During the Term and for two (2) years from the date of each Royalty payment hereunder, DMG agrees to keep complete and accurate records of monies received by DMG reasonably necessary to calculate and verify the Royalty and Additional Royalty payments made to TufAmerica under this Section 4. TufAmerica shall permit have the right, through an independent independent, certified public accountant designated by Licensor and or attorney reasonably acceptable to LicenseeDMG, to have accessaudit such records at the place of business where such records are customarily kept solely in order to verify the accuracy of the Royalty and Additional Royalty payments actually made under this Agreement by DMG to TufAmerica. Such independent, no more than certified public accountant or attorney shall execute an appropriate confidentiality agreement provided by DMG prior to conducting any audit. Such audits may be exercised once in each calendar per year during the Term and no more than twice any Renewal Term during the three normal business hours, upon thirty (330) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days days’ advance written notice. TufAmerica shall bear the full cost of all audits. If an audit undertaken by TufAmerica reveals an underpayment of five percent (5%) or more of royalties due then DMG shall reimburse TufAmerica reasonable audit costs. TufAmerica and its auditors may not disclose any information obtained during any audit, to Licensee’s records and books all such information shall be considered DMG Confidential Information (as defined in Section 9 below), except to the extent necessary for TufAmerica to determine the accuracy of Net Sales reported, and payments made, by Licensee reveal such information in order to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor enforce its rights under this Agreement or if disclosure is required by law, subject to the requirements in Section 9 below with respect to any such disclosure. If any amounts are determined to be due and (b) the difference, if anyowing by DMG to TufAmerica pursuant to this Section 4.3 and are not subject to a good faith dispute by DMG, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to TufAmerica by DMG within fifteen (15) business days of written notice thereof. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)omitted provisions.

Audit Rights. Licensee (a) Until the earlier of achievement of the Net Sales Milestone or the expiration of the Milestone Period, upon reasonable advance written notice from the Holder Representative, Parent shall permit an independent certified public accountant designated accounting firm of nationally recognized standing mutually agreed by Licensor the Holder Representative and reasonably acceptable to Licensee, Parent (the “Independent Accountant”) to have access, no more than once in each calendar year access at reasonable times during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours to the books and upon at least sixty records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of the Net Sales Milestone hereunder; provided that (60i) days written noticesuch Holder Representative (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.03 and (ii) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The Independent Accountant will keep all books and records of Parent and its Affiliates strictly confidential, and will provide only a report of the results of its findings to Licensee’s records and books Holder Representative. The reasonable, documented, out-of-pocket fees charged by such accounting firm (to the extent necessary to determine consistent with a previously agreed budget at the accuracy time of Net Sales reported, and payments made, engagement by Licensee to Licensor within such Independent Accountant) shall be borne by the three (3) year period immediately preceding such an auditHolder Representative. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee Independent Accountant shall provide Licensor Parent with a copy of all audit reports disclosures made to the Holder Representative. The decision of sublicensees under this Section 3.2.8, such reports accounting firm shall be deemed Confidential Information of Licensee final, conclusive and binding on Parent, Holder Representative and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. The audit rights set forth in this Section 6(Confidentiality4.03(a) may not be exercised by the Holder Representative more than once; provided however, that if the Independent Accountant determines in its audit that the actual amount of Net Sales as of the date the Independent Accountant began its audit pursuant to this Section 4.03(a) is more than 10% greater than the amount Parent calculated Net Sales to be as of such date, the Holder Representative may exercise these audit rights a second time no sooner than 12 months after the completion of the first audit. (b) If, in accordance with the procedures set forth in Section 4.03(a), the Independent Accountant concludes that the Net Sales Milestone should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder the applicable portion of the Net Sales Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone should have been paid, as applicable, to the date of actual payment, as applicable; provided that, for clarity, such adjusted Net Sales Milestone Amount shall otherwise be paid pursuant to the procedures set forth in Section 2.04.

Audit Rights. (a) Upon the written request of Licensor and not more than once in each Contract Year, Licensee shall permit an independent certified public accountant designated accounting firm or, as applicable, regulatory consulting firm of nationally recognized standing, selected by Licensor and reasonably acceptable to Licensee, at Licensor's expense, to have access, no more than once in each calendar year access during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours to such of the books and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent regulatory files of Licensee as may be reasonably necessary to determine (i) verify the accuracy of the Net Sales reportedRevenues achieved in any Contract Year ending not more than thirty-six (36) months prior to the date of such request, and payments made, by Licensee to Licensor within (ii) verify receipt of the three (3notice from the FDA specified in Section 8.1(a)(iii) year period immediately preceding such an audithereof and for no other purpose. The independent public accountant accounting firm or regulatory consulting firm, as applicable shall be under a confidentiality obligation to Licensee to disclose to Licensor only (ax) whether the accuracy of Net Sales Revenues achieved are equal to the Net Revenues reported by Licensee to Licensor and the basis for royalty and other payments made to Licensor under this Agreement and (b) the differencespecific details concerning discrepancies, if any, and (y) whether Licensee has received the notice specified in Section 8.1(a)(iii) hereof. No other information shall be shared. (b) If such accounting firm concludes that the Net Revenues reported and paid amounts vary by Licensee to Licensor during the audited period was incorrect or such regulatory consulting firm concludes that the notice from amounts determined the FDA specified in Section 8.1(a)(iii) hereof was actually received by Licensee, Licensee shall pay such additional Milestone Payments as a result applicable to the audited Net Revenues (or, in the case of receipt of the audit. If such examination results notice from the FDA specified in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%Section 8.1(a)(iii), the fees and expenses applicable One Time Payment) within thirty (30) days of the date Licensor delivers to Licensee such accountant shall be paid accounting firm's or, as applicable, such regulatory consulting firm's written report so concluding. Notwithstanding the foregoing, upon such accounting firm's conclusion that the Net Revenues reported by Licensee to Licensor during the audited period was incorrect or such regulatory consulting firm's conclusion that the notice from the FDA specified in Section 8.1(a)(iii) hereof was actually received by Licensee; otherwise the , Licensor may immediately commence Dispute Resolution under Section 8.5 herein. The fees and expenses of charged by such accountant accounting firm or, as applicable, such regulatory consulting firm shall be paid by Licensor. All matters reviewed ; provided, however, if the audit discloses that the Net Revenues reported by Licensee for such independent public accountant shall be deemed Confidential Information audited period are less than ninety-five percent (95%) of Licensee and shall be subject to the Net Revenues actually achieved during such period or if the audit discloses that the notice from the FDA specified in Section 6 (Confidentiality). 8.1(a)(iii) was actually received by Licensee, Licensee shall use commercially pay the reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of charged by such accountant accounting firm or, as applicable, such regulatory consulting firm. (c) Licensor shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of treat all audit reports of sublicensees financial or regulatory information subject to review under this Section 3.2.88.4 as Licensee Confidential Information, such reports shall be deemed Confidential Information of Licensee and shall be subject cause its accounting firm to Section 6(Confidentiality)retain all such financial information in confidence.

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor keep sufficiently full, clear and reasonably acceptable accurate books and records to Licenseeallow the reports required under Section 3.2(b) above to be audited and verified, to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, shall make those books and records available for inspection during regular business hours and upon at least sixty thirty (6030) days written notice, days' notice to Licensee’s . Licensor may (but not more than one (1) time in any twelve (12) month period during the Term hereof) engage an independent certified public account to audit the relevant books and records and books to of Licensee for the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three one (31) year period immediately preceding the date of such an notice regarding any and all of the matters required to be reported under Section 3.2(b) during that one (1) year period. Unless otherwise agreed to by the Parties, the audit shall be at Licensee's place of business where such books and records are normally kept by Licensee, at mutually convenient times, and not more than six (6) weeks after notice of such audit. The independent public accountant Such audits shall be under conducted in a confidentiality obligation manner reasonably designed to Licensee minimize any disruption to disclose to Licensor only (a) Licensee's business. The auditing person will provide the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the differenceLicensor, if anyas applicable, such reported and paid amounts vary from amounts determined as a result written report of the auditresults of the audit and will at the same time provide an identical copy of the report to Licensee. If The cost of any such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due audit shall be paid promptly to borne by the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale audit reveals an underreporting in revenue or in the amount of sublicensee are understated by greater the applicable Royalty of more than 10 twenty percent (1020%)) for the period audited, in which case the cost of the audit shall be borne by Licensee. If any audit reveals an underreporting in revenue or in the amount of the applicable Royalty payments of more than twenty percent (20%), then Licensee shall ensure that pay to Licensor, as applicable, the fees deficiency plus interest at the Default Interest Rate, and expenses of such accountant payment shall be paid by made within ten (10) business days of the sublicenseedate of the certified public accountant's report. If the audit reveals an underreporting in revenue or in the amount of the applicable Royalty Payments for the period audited of less than or equal to twenty percent (20%), then Licensee shall provide Licensor with a copy pay to Licensor, as applicable, just the amount of all audit reports of sublicensees under this Section 3.2.8, the deficiency in such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)ten (10) business day period.

Audit Rights. Licensee shall permit an independent public accountant designated Upon Company’s receipt of reasonable prior written notice, Company and its Affiliates and Sublicensees will provide the Licensor Parties and their accountants and/or agents with access to all of the books, records, key personnel and related background information required by Section 4 to conduct a review or audit of Sales, and all of the royalties, fees, and other payments payable under this Agreement. Access will be made available: (a) during normal business hours; (b) in a manner reasonably designed to facilitate the Licensor Parties ’s review or audit without unreasonable disruption to Company’s business; and reasonably acceptable to Licensee, to have access, (c) no more than once in each calendar year during the Term (as defined below) and for a period of Five (5) years thereafter. Company will promptly pay to the Licensor Parties the amount of any underpayment determined by the review or audit, plus accrued interest. If the review or audit determines that Company has underpaid any payment by Five Percent (5%) or more, then Company will also promptly pay the costs and expenses of the Licensor Parties and its accountants in connection with the review or audit. In addition, once Sales of Licensed Products exceed [*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*] Dollars ($[*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*]) annually, Company will conduct, at the Licensor Parties’ request, no more than twice during the three once every Two (32) calendar years following the expiration or termination years, at its own expense, an independent audit of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reportedSales, and payments madeall of the royalties, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty fees, and other payments made to Licensor due or paid under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result Agreement. Promptly after completion of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly Company will provide to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with Parties a copy of all audit reports the report of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee the independent auditors along with any underpayments and shall be subject to Section 6(Confidentiality)interest thereon.

Audit Rights. Licensee shall Subject to the other terms of this Section 8.7.2, during the Term and for a period of [***] years thereafter, at the request of Jounce, which will not be made more frequently than [***] per Calendar Year [***], upon at least [***] days’ prior written notice from Jounce, and at the expense of Jounce, Gilead will permit an independent independent, nationally-recognized certified public accountant designated selected by Licensor Jounce and reasonably acceptable to LicenseeGilead (each, an “Auditor”) to inspect, during regular business hours, the relevant records required to be maintained by Gilead under Section 8.7.1; provided, that such audit right will not apply to records beyond [***] years from the Calendar Quarter of the audit request and all periods are subject to audit only once. Prior to its inspection, the Auditor will enter into a confidentiality agreement with both Parties having obligations of confidentiality and non-use no less restrictive than those set forth in Article 12 and limiting the disclosure and use of such information by the Auditor to authorized representatives of the Parties and the purposes germane to Section 8.7.1. The Auditor will report to Jounce only whether the particular amount being audited was accurate and, if not, the amount of and reason for any discrepancy, and the Auditor will not report any other information to Jounce. Jounce will treat the results of any Auditor’s review of Gilead’s records as Confidential Information of Gilead subject to the terms of Article 12. Notwithstanding the foregoing, Jounce may disclose such conclusions of the Auditor to the [***] Agreement counterparties, to have accessthe extent required under the relevant [***] Agreement, no more provided that such conclusions shall be subject to a binding confidentiality agreement acceptable to Gilead. In the event such audit leads to the discovery of a discrepancy to Jounce’s detriment, Gilead will, within [***] days after receipt of such report from the Auditor, pay any undisputed amount of the discrepancy. Jounce will pay the full cost of the audit unless the underpayment of amounts due by Gilead is greater than once [***] percent ([***]%) of the amount due for the entire period being examined, in each calendar year during which case Gilead will pay the Term and no more than twice during reasonable cost charged by the three (3) calendar years following Auditor for such review. Any undisputed overpayments by Gilead revealed by an examination will be paid by Jounce within [***] days of Jounce’s receipt of the applicable report. This Section 8.7.2 will survive any expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy Agreement for a period of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)[***] years.

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor and reasonably acceptable to Licensee, to have access, no more than once in each calendar Once a year during the Term and no more than twice during the three (3) calendar years following the expiration or termination term of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and the first year thereafter, Reuters, at its expense and upon 10 days' notice to Distributor, will have the right to examine Distributor's relevant books and records in order to verify the figures reported in any report or statement required hereunder and the amounts owed to Reuters pursuant to this Agreement. Such books and records will be made available at the place where these records are kept in the ordinary course of business. Reuters shall have the right to make two (b2) copies of such relevant books and records for the differencesole purpose of carrying out its examination, if anysubject to Distributor's right to redact, such reported and paid amounts vary from amounts determined prior to copying, any sensitive information not relevant to the examination. If, as a result of such examination, Reuters determines that Distributor mis-reported any figure or underpaid any amount, Reuters will promptly furnish to Distributor a copy of the auditresults of its audit setting forth the discrepancy, and showing, in reasonable detail, the bases upon which the same was determined. Distributor will remit to Reuters a sum equal to the amount of any underpayment within 30 days after notification of the discrepancy. If such examination results discrepancy is greater than 10% of the total amount reported by Distributor for the period audited, then Distributor will reimburse Reuters for the cost of the examination. /s/ MH --------------- DISTR. INITIALS 9 AMENDMENT TO INTERNET SERVICES AGREEMENT BETWEEN REUTERS NEWMEDIA INC. AND INTERNET CENTURY, INC. This Amendment, dated February 12, 1999 amends the January 20, 1999 Agreement by and between REUTERS NEWMEDIA INC. and INTERNET CENTURY, INC. (the "Agreement"). Capitalized terms not defined herein shall have the same meaning as set forth in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly the Agreement. The parties hereby agree to amend the Agreement as follows: 1. The Reuters Spanish Language Service is hereby added to the appropriate PartyReuters Services provided to Internet Century, Inc. ("Distributor") under the Agreement. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant Distributor shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve have the right to conduct audits display the Spanish Language Service solely in accordance with the terms and conditions of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent Agreement (10%as amended hereby), in which case Licensee provided that Distributor shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with not display more than fifteen (15) stories or headlines on a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)single page.

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor and reasonably acceptable to Licensee, to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) Fleet shall have the accuracy of Net Sales reported right, with or by its duly appointed representative, to review, inspect and audit, at Fleet's sole expense, the books, records, data files and other information and the basis for royalty facilities and other payments made operations maintained by or on behalf of PrivilegeONE, related to Licensor the operation of the Program and the performance of its obligations under this Agreement Agreement. Any and (b) the difference, if any, such reported and paid amounts vary from amounts determined all information gathered as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due inspection shall be paid promptly considered confidential and proprietary information pursuant to Section 11. (b) PrivilegeONE shall have the right, with or by its duly appointed representative, to review, inspect and audit, at PrivilegeONE's sole expense, the books, records, data files and other information and the facilities and operations maintained by or on behalf of Fleet, related to the appropriate Partyoperation of the Program and the performance of its obligations under this Agreement. If Net Sales are understated by greater than ten percent (10%), the fees Any and expenses all information gathered as a result of such accountant inspection shall be paid by Licensee; otherwise the fees considered confidential and expenses of proprietary information pursuant to Section 11. (c) Such inspections shall occur at such accountant reasonable times as shall be paid agreed upon by Licensorthe parties, and only during normal business hours, using reasonable care not to cause damage and not to interrupt the normal business operations of the audited party. All matters reviewed by such independent public accountant Such audits (i) shall be deemed Confidential Information of Licensee and not occur more than once within a twelve (12) month period, (ii) shall be subject to Section 6 such security procedures as the inspected party may reasonably impose, (Confidentiality). Licensee iii) shall use commercially be subject to such limitations as may be required under Applicable Law governing the conduct of the inspected party's business, and (iv) shall be performed according to a mutually agreed upon audit plan, which shall include the scope of the audit and a description of necessary documents. (d) If any audit reveals a deficiency of the greater of $1,000 or five percent (5%) of the amounts which the audited party is obligated to provide pursuant to this Agreement to the auditing party for the audited period, (i) the audited party shall reimburse the auditing party for the reasonable efforts cost of such audit, (ii) the audited party shall promptly remit to reserve the auditing party the amount of any underpayment or other obligation, as the case may be, provided that such auditing party has submitted documentation to the audited party evidencing such deficiency, and (iii) the auditing party shall have the right to conduct audits of its sublicensees in an additional audit after a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless six (6) month period has passed since the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that audit containing the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)discrepancy.

Audit Rights. Licensee shall permit an independent public accountant designated keep detailed, accurate and complete books and records as they relate hereto for not less than four (4) years from the termination or expiration of the Term. At least once during each calendar year, and no later than fifteen (15) days of receipt of written notice, Licensor’s duly authorized representative shall have the right to examine said books and records during reasonable business hours, and to make copies and summaries of such books and records as they apply to the Licensed Articles and all transactions under this Agreement, and if any deficiency in Royalties paid to Licensor, or shortfall of expenditures applicable to the Minimum Advertising Guarantee, for any period under audit (“Audit Deficiency”) is discovered, Licensee shall promptly pay such Audit Deficiency and any interest thereon to Licensor. If Licensee fails to provide or make available all invoices billed to its customers, or if such invoices are incomplete, Licensee shall pay a Royalty on such sales equal to the highest price charged to any of Licensee’s retail customer for the Licensed Articles. If any Audit Deficiency exceeds five percent (5%) or more of Royalties paid during any accounting period plus any amounts not spent by Licensee to fulfill its Minimum Advertising Guaranteecommitment, Licensee shall pay the audit costs. If such Audit Deficiency is more than fifteen percent (15%) in book inventory versus physical inventory, Licensee shall be required to pay Licensor and reasonably acceptable a Royaltyon the missing Licensed Articles. If such Audit Deficiency is twenty percent (20%) or more of the Royalties paid to Licensor for such audit period, then in addition to the above, Licensor may, at its sole option, immediately terminate the Agreement upon notice to Licensee, even if Licensee tenders the audit deficiency and associated costs and expenses to have accessLicensor. Should Licensee fail to maintain auditable books and records, no more than once in each calendar year during Licensee shall pay Licensor a penalty equal to the greater of: (i) twenty- five percent (25%) of the Guarantee; or (ii) twenty-five percent (25%) of all Royalties paid (or owed) to Licensor, including the Advance from the commencement of the Term through the period subject to audit. Payment of such penalty shall not waive, limit or restrict any other rights or remedies that Licensor may have in law or equity. Licensor’s right to audit Licensee’s books and no more than twice during the three (3) calendar years following records shall survive the expiration or earlier termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality).

Audit Rights. Licensee Purchaser with respect to Section 2.2.3 and this Article 4 and Seller with respect to Sections 2.3.4 and 4.1 shall permit keep complete and accurate books and records for purposes of documenting the amount and calculations of, as applicable, Net Sales [***], Gross Profit, Gross Profit Split, the Compensatory Payments and, to the extent it is a basis for an increase in the Transfer Price pursuant to Section 4.1, increases in Raw Material Costs and Labor Costs. Said books of account shall be kept at Purchaser's or Seller's principal place of business, as applicable. Upon reasonable notice, each Purchaser or Seller, as applicable, at its expense, shall have the right to have an independent public accountant designated by Licensor and accounting firm (reasonably acceptable to Licenseethe other party) obtain access to the other party's financial records, to have accessduring reasonable business hours, no solely for the purpose of verifying such party's payments hereunder; provided, however, that this right may not be exercised more than once in each any calendar year during (unless a prior audit by the Term audited party in such calendar year reveals a discrepancy of the greater of 5% of the payment(s) audited or $25,000 in any calendar quarter and then the auditing party may exercise its audit right no more than twice during such calendar year). The accountants engaged by the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books auditing party shall report to the extent necessary auditing party only information of the audited party related to determine the accuracy of Net Sales reportedthe audited party's calculations then being audited. The findings of the accountants engaged by the auditing party shall be final and binding upon the parties hereto, and the payments made, by Licensee attributable to Licensor within the three (3) year any particular period immediately preceding may only be audited once for such an auditperiod. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result Any underpayment or overpayment of the audit. If amount due hereunder due to a miscalculation of such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due amount shall be paid promptly within 30 days after the delivery of a written accountants' report to each party. In the appropriate Party. If Net Sales are understated by event any such audit reveals a shortfall greater than ten percent (10%)5% of the payment(s) audited or $25,000 in any calendar quarter, then the fees and expenses reasonable costs of the accountants engaged by the auditing party to perform such accountant audit shall be reimbursed by the audited party. Any underpayment or overpayment amount paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner pursuant to this Section 3.2.8 4.5 shall accrue interest on such amount from the original due date at the Overdue Interest Amount. [***] Certain information on this page has been redacted and if filed separately with the Securities and Exchange Commission. Confidential treatment has been requested by Licensor shall appoint an independent public accountant with respect to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)omitted portions.

Audit Rights. Licensee (a) Zymeworks shall permit have the right during the […***…]173 period described in Section 5.4.1 to appoint at its expense an independent certified public accountant designated by Licensor and of nationally recognized standing (the “Accounting Firm”) reasonably acceptable to LicenseeICONIC to inspect or audit the relevant records of ICONIC and its Related Parties to verify that the amount of such payments were correctly determined. ICONIC and its Related Parties shall each make its records available for inspection or audit by the Accounting Firm during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from auditing Party, solely to verify the payments hereunder were correctly determined. Notwithstanding the foregoing, if ICONIC is not able, despite using reasonable efforts, to have accessobtain the right for Zymeworks to audit its sublicensees’ records directly in accordance with this Section 5.4.2, no then ICONIC shall obtain for itself, and exercise, a comparable right to inspect or audit such records of such sublicensee and shall provide the results of each such inspection or audit to Zymeworks, promptly after completion of each such audit. Such inspection or audit right shall not be exercised by Zymeworks more than once in each calendar year during the Term any Calendar Year and no may cover a period ending not more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books […***…]174 prior to the extent necessary date of such request. All records made available for inspection or audit pursuant to determine the accuracy this Section 5.4.2 shall be deemed to be Confidential Information of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an auditICONIC. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy results of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the differenceeach inspection or audit, if any, such reported and paid amounts vary from amounts determined as a result shall be binding on both Parties, absent manifest error. If the amount of any payment hereunder was underreported, ICONIC shall promptly (but in any event no later than […***…]175 after its receipt of the auditAccounting Firm’s report so concluding) make payment to Zymeworks of the underreported amount. If the amount of any payment exceeded the correct amount, Zymeworks shall provide a credit in such examination results in a determination overpaid amount against future payments to be made by ICONIC. Zymeworks shall bear the full cost of an audit that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner it conducts pursuant to this Section 3.2.8 and if requested 5.4.2 unless such audit discloses an under reporting by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless ICONIC of more than […***…]176 of the Net Sale aggregate amount of sublicensee are understated by greater than 10 percent (10%)the payments hereunder reportable in any Calendar Year, in which case Licensee ICONIC shall ensure that reimburse Zymeworks for all reasonable out-of-pocket costs incurred in connection with such inspection or audit. (b) The Accounting Firm will disclose to Zymeworks only whether the fees payments subject to such audit are correct or incorrect and expenses the specific details concerning any discrepancies. No other information will be provided to Zymeworks without the prior consent of such accountant ICONIC unless disclosure is required by Applicable Laws or judicial order. The information provided by the Accounting Firm to Zymeworks shall be paid by considered Confidential Information of ICONIC subject to the sublicenseeconfidentiality obligations set forth in Article 7. Licensee The Accounting Firm shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee its report and shall be subject findings to Section 6(Confidentiality)ICONIC.

Audit Rights. Licensee CIM and LWP shall permit an independent public accountant designated by Licensor and reasonably acceptable each have the right, upon reasonable written notice to Licenseethe other party, to inspect, or have accessits agent inspect, no more than once subject to such confidentiality requirements as may reasonably be imposed by the other party, such other party's books and records and all other documents and material in each calendar year the possession of or under its control with respect to all amounts described in this Agreement at the place or places where such records are normally retained by LWP or CIM, respectively. CIM or LWP or their agents shall have free and full access thereto during normal LWP or CIM business hours for such purposes and shall be permitted to be able to make copies thereof and extracts therefrom. In the Term event that an inspection reveals a discrepancy in the amount of any payments owed CIM or LWP from what was actually paid, LWP or CIM shall promptly pay (or, if applicable, LWP shall cause an Other Partner to promptly pay) such discrepancy. In the event that such discrepancy is in excess of five percent (5%) of the payments due for the period audited, LWP or CIM shall also reimburse the other party, as appropriate (or, if applicable, LWP shall cause an Other Partner to promptly reimburse CIM), for the reasonable costs of performing the audit. All books and no more than twice during the records relative to LWP's, CIM's, or if applicable, an Other Partner's respective obligations hereunder shall be maintained and kept accessible and available to CIM or LWP, respectively, for inspection for at least three (3) calendar years following the expiration or after termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee LWP shall use commercially reasonable efforts to reserve acquire equal or substantially equal audit and inspection rights with Other Partners, particularly those of Other Partners who are allocated Advertising Inventory on General CIM Talk City Joint Content Areas under SECTION 5.3.2(IV) or who possess the right to conduct audits of Advertising Inventory on their own Other Partner Joint Content Areas described in SECTION 5.3.2(III) in the event CIM exercises its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent Other Traffic Partner Option (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentialityas defined below).

Audit Rights. Licensee Upon at least thirty (30) days’ written notice, LICENSOR shall permit have the right, through an independent public accountant designated by Licensor and reasonably acceptable to Licenseeindependent, certified accounting firm, to have accessexamine such records and books of account of LICENSEE as are necessary to verify the accuracy of the Usage License Fee and other payments of LICENSEE under this Agreement. Such right may be exercised only once during any twelve (12) month period. Such examination may be performed during normal business hours at LICENSEE’s major place of business or at such other place as may be agreed upon by the LICENSOR and LICENSEE. The accounting firm may make abstracts or copies of such books of account solely for its use in performing the examination. LICENSOR will require, no prior to any such examination, such accounting firm to agree in writing that such firm will maintain all information, abstracts, and copies acquired during such examination in strict confidence and will not make any use of such material other than to confirm to LICENSOR the accuracy of LICENSEE payments hereunder. If an inspection of LICENSEE’s records by the accountant of LICENSOR shows that LICENSEE has paid more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of required under this Agreement, during regular business hours any excess amounts will, at LICENSEE’s option, be promptly refunded or credited against future Usage License Fees. If an inspection of LICENSEE’s records by the accountant of LICENSOR shows that LICENSEE shows an under-reporting or underpayment by LICENSEE of any amount to LICENSOR, by more than one percent (1%) and upon less than five percent (5%) for any twelve (12) month period, any excess amounts will, at least sixty LICENSOR’s option, be promptly paid or debited against future Usage License Fees. However, if an inspection of LICENSEE’s records shows an under-reporting or underpayment by LICENSEE of any amount to LICENSOR, by more than five percent (605%) for any twelve (12) month period, then LICENSEE will reimburse LICENSOR for the reasonable cost of the inspection as well as pay to LICENSOR any amount found due within thirty (30) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result receipt of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees inspection. ____________________________ 1 [**] this information has been redacted as it contains commercially sensitive information relating to royalties and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)fees.

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor and reasonably acceptable to Licensee, to have access, no more than once in each calendar year during a. During the Term and no continuing until the date six (6) months following the date of expiration or earlier termination of this Agreement BVHE may, audit the financial books, information systems and records of Blockbuster as reasonably necessary to verify Blockbuster's compliance with its obligations under this Agreement; provided, however, that (a) such audit shall be at the sole cost and expense of BVHE (unless such audit reveals that payments due to BVHE for any twelve (12) month period were understated by more than five percent (5%), in which case, in addition to all other rights which BVHE may have, Blockbuster shall promptly reimburse BVHE to the extent of its reasonable out-of-pocket costs of such audit), (b) BVHE may not audit more than twice during the three per year (3and no such audit shall continue for more than thirty (30) calendar years days from the date the auditors are given access to the applicable records), and (c) any such audit shall be conducted only during regular business hours and in such a manner as not unreasonably to interfere with the normal business activities of Blockbuster. Blockbuster shall keep and maintain complete and accurate books of account and records in connection with its obligations under this Agreement at its principal place of business until the date thirty-nine (39) months following the date of rendering of the initial statement reflecting such records unless a legal action with regard thereto is commenced during such period. b. During the Term and continuing until the date six (6) months following the date of expiration or earlier termination of this Agreement, BVHE may inspect and audit the books, records and store premises of Stores and Participating Franchises as reasonably necessary to verify compliance with this Agreement; provided, however, that (a) such audit shall be at the sole cost and expense of BVHE (unless such audit reveals that payments due to BVHE for any twelve (12) month period were understated by more than five percent (5%), in which case, in addition to all other rights which BVHE may have, Blockbuster shall promptly reimburse BVHE to the extent of its reasonable out-of-pocket costs of such audit), and (b) any such audit shall be conducted only during regular business hours and upon at least sixty (60) days written notice, in such a manner as not unreasonably to Licensee’s records and books to interfere with the extent necessary to determine the accuracy normal business activities of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales Store or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Participating Franchises.

Audit Rights. Licensee Purchaser with respect to Section 2.2.3 and this Article 4 and Seller with respect to Sections 2.3.4 and 4.1 shall permit keep complete and accurate books and records for purposes of documenting the amount and calculations of, as applicable, Net Sales [***], Gross Profit, Gross Profit Split, the Compensatory Payments and, to the extent it is a basis for an increase in the Transfer Price pursuant to Section 4.1, increases in Raw Material Costs and Labor Costs. Said books of account shall be kept at Purchaser's or Seller's principal place of business, as applicable. Upon reasonable notice, each Purchaser or Seller, as applicable, at its expense, shall have the right to have an independent public accountant designated by Licensor and accounting firm (reasonably acceptable to Licenseethe other party) obtain access to the other party's financial records, to have accessduring reasonable business hours, no solely for the purpose of verifying such party's payments hereunder; provided, however, that this right may not be exercised more than once in each any calendar year during (unless a prior audit by the Term audited party in such calendar year reveals a discrepancy of the greater of 5% of the payment(s) audited or $25,000 in any calendar quarter and then the auditing party may exercise its audit right no more than twice during such calendar year). The accountants engaged by the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books auditing party shall report to the extent necessary auditing party only information of the audited party related to determine the accuracy of Net Sales reportedthe audited party's calculations then being audited. The findings of the accountants engaged by the auditing party shall be final and binding upon the parties hereto, and the payments made, by Licensee attributable to Licensor within the three (3) year any particular period immediately preceding may only be audited once for such an auditperiod. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result Any underpayment or overpayment of the audit. If amount due hereunder due to a miscalculation of such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due amount shall be paid promptly within 30 days after the delivery of a written accountants' report to each party. In the appropriate Party. If Net Sales are understated by event any such audit reveals a shortfall greater than ten percent (10%)5% of the payment(s) audited or $25,000 in any calendar quarter, then the fees and expenses reasonable costs of the accountants engaged by the auditing party to perform such accountant audit shall be reimbursed by the audited party. Any underpayment or overpayment amount paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner pursuant to this Section 3.2.8 and if requested by Licensor 4.5 shall appoint an independent public accountant to conduct accrue interest on such audit, amount from the original due date at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Overdue Interest Amount.

Audit Rights. Licensee Until December 31, 2027, upon reasonable advance written notice from the Acting Holders, Parent shall permit an independent certified public accountant designated accounting firm of nationally recognized standing selected by Licensor such Acting Holders and reasonably acceptable to Licensee, Parent to have accessaccess at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided, no that (x) such Acting Holders (and, if applicable, such accounting firm) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. If the accounting firm concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall pay in accordance with Section 2.4(b) to each Holder such Milestone Amount, plus interest from the final due date of such Milestone Amount to the date of actual payment in accordance with Section 7.9. Either Parent or the Rights Agent may seek dispute resolution in accordance with Section 7.5 with respect to the accounting firm’s decision within 60 days after receipt thereof in order to verify the basis thereof and, if warranted, potentially challenge such decision. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent reasonably necessary to allow for compliance with this Section 4.5. The audit rights set forth in this Section 4.5 may not be exercised by the Acting Holders more than once; provided, however, that if the Acting Holders desire to exercise the audit rights set forth in this Section 4.5 more than once, the Acting Holders, on behalf of the Holders, may exercise such rights one or more additional times (but not more frequently than once in each calendar year during the Term any given twelve (12) month period) and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) responsible for the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the differencecosts, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant additional audits; provided, further, that if an additional audit determines that the Milestone Amount should have been paid, but was not, then Parent shall be paid by Licensee; otherwise responsible for the fees and expenses cost of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality).

Audit Rights. Licensee On no less than five (5) business days notice from Medicis, Impax shall permit make all such records, books of account, information and data concerning (i) its sales of Existing Products pursuant to this Agreement; and (ii) its manufacture of any Existing Products, or (iii) to the extent in its possession, the manufacture of Existing Products on behalf of Impax by its Third Party contract manufacturer, in each case available for inspection during normal business hours by an independent public accountant designated auditor selected by Licensor Medicis and reasonably acceptable to Licensee, Impax for the purpose of an audit to have access, no determine the accuracy of the reports delivered and amounts paid by Impax pursuant to Section 3.1; provided that Medicis may not request such inspection more than once in each any calendar year unless a discrepancy has been identified by Medicis and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 3.1 during the Term preceding three years. Upon reasonable belief of discrepancy or dispute, Medicis’ external auditors shall be entitled to take copies or extracts from such records, books of account, information and no more than twice during data (but only to the three (3) calendar years following extent related to the expiration or termination of contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 3.3, during regular business hours the external auditor shall sign a confidentiality agreement with Impax providing that, as between the external auditor and upon at least sixty (60) days written noticeImpax, such records, books of account, information and data shall be treated as Confidential Information of Impax but may be disclosed to Licensee’s records and books Medicis solely to the extent necessary to determine the accuracy of Net Sales reported, document a discrepancy in any reports delivered and payments made, amounts paid by Licensee Impax pursuant to Licensor within the three (3) year period immediately preceding such an auditSection 3.1. The independent public accountant Medicis shall be under solely responsible for its costs in making any such audit, unless Medicis identifies a confidentiality obligation discrepancy in favor of Impax in the calculation of the share of Gross Profit paid to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor Medicis under this Agreement and in any calendar year from those properly payable for that calendar year of five percent (b5%) the differenceor greater, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due which event Impax shall be paid promptly to solely responsible for the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses reasonable cost of such accountant shall be paid by Licensee; otherwise the fees audit and expenses of such accountant shall be paid by Licensorpay Medicis any underpayment. All matters reviewed information disclosed by such independent public accountant Impax pursuant to this Section shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Impax.

Audit Rights. Licensee Purchaser with respect to Section 2.2.3 and this Article 4 and Seller with respect to Sections 2.3.4 and 4.1 shall permit keep complete and accurate books and records for purposes of documenting the amount and calculations of, as applicable, Net Sales [***], Gross Profit, Gross Profit Split, the Compensatory Payments and, to the extent it is a basis for an increase in the Transfer Price pursuant to Section 4.1, increases in Raw Material Costs and Labor Costs. Said books of account shall be kept at Purchaser’s or Seller’s principal place of business, as applicable. Upon reasonable notice, each Purchaser or Seller, as applicable, at its expense, shall have the right to have an independent public accountant designated by Licensor and accounting firm (reasonably acceptable to Licenseethe other party) obtain access to the other party’s financial records, to have accessduring reasonable business hours, no solely for the purpose of verifying such party’s payments hereunder; provided, however, that this right may not be exercised more than once in each any calendar year during (unless a prior audit by the Term audited party in such calendar year reveals a discrepancy of the greater of 5% of the payment(s) audited or $25,000 in any calendar quarter and then the auditing party may exercise its audit right no more than twice during such calendar year). The accountants engaged by the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books auditing party shall report to the extent necessary auditing party only information of [***] Confidential Treatment Requested. the audited party related to determine the accuracy of Net Sales reportedthe audited party’s calculations then being audited. The findings of the accountants engaged by the auditing party shall be final and binding upon the parties hereto, and the payments made, by Licensee attributable to Licensor within the three (3) year any particular period immediately preceding may only be audited once for such an auditperiod. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result Any underpayment or overpayment of the audit. If amount due hereunder due to a miscalculation of such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due amount shall be paid promptly within 30 days after the delivery of a written accountants’ report to each party. In the appropriate Party. If Net Sales are understated by event any such audit reveals a shortfall greater than ten percent (10%)5% of the payment(s) audited or $25,000 in any calendar quarter, then the fees and expenses reasonable costs of the accountants engaged by the auditing party to perform such accountant audit shall be reimbursed by the audited party. Any underpayment or overpayment amount paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner pursuant to this Section 3.2.8 and if requested by Licensor 4.5 shall appoint an independent public accountant to conduct accrue interest on such audit, amount from the original due date at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Overdue Interest Amount.

Audit Rights. Licensee shall maintain, and shall cause each of its Affiliates and Sublicensees to maintain, complete and accurate records relating to Sales of Products and Processes and Sublicense Income, and the rights and obligations under Section 4 of this Agreement and any amounts payable to Juniper in relation to this Agreement, which records shall contain sufficient information to permit an Juniper to confirm the accuracy of any payments and reports delivered to Juniper. Licensee shall retain and make available, and shall cause each of its Affiliates and Sublicensees to retain and make available as set forth below, such records for at least [***] ([***]) years following the end of the calendar year to which they pertain, to Juniper upon at least thirty (30) days’ advance written notice, for examination during normal business hours, by independent certified public accountant designated accountants hired by Licensor Juniper and reasonably acceptable to Licensee, its Affiliates and Sublicensees, as the case may be, to have accessverify any reports and payments made and/or compliance in other respects under Section 4 of this Agreement. Licensee may require such accountants to enter into a reasonably acceptable confidentiality agreement, and in no event shall such accountants disclose to Juniper any information, other than such as relates to the accuracy of the corresponding reports pursuant to Section 5. Such confidentiality agreement shall permit such accountants to perform all activities typically associated with an audit of a license agreement. The foregoing right of examination may be exercised only once in relation to each twelve (12)-month period during the Term, and no period may be audited more than once once, except in each calendar year during the Term event Juniper has cause for such audit, in which case, the for cause audit shall not count as an audit under this Section 5.5. If any examination conducted by such independent certified public accountants pursuant to the provisions of this Section certifies an underreporting or underpayment of [***] percent ([***]%) or more in any payment due to Juniper hereunder, Licensee shall reimburse Juniper for the reasonable cost of such audit and no more than twice during shall remit any amounts due to Juniper (including interest due in accordance with Section 4.5) within thirty (30) days of receiving a copy of the three auditor’s report. This Section shall survive for [***] (3[***]) calendar years following the from expiration or termination of this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)AS AMENDED.

Audit Rights. Licensee During the Term, at the written request of Innovent, which shall not be made more frequently than [***] per Calendar Year, upon at least [***] ([***]) days’ prior written notice from Innovent, and at the expense of Innovent, Coherus shall, and Coherus shall cause its Affiliates and sublicensees to, permit an independent independent, nationally-recognized certified public accountant designated selected by Licensor Innovent and reasonably acceptable to Licensee, Coherus (the “Auditor”) to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreementinspect, during regular business hours hours, the relevant records required to be maintained by Coherus, its Affiliates and upon at least sixty (60sublicensees under Section 8.6(a) days written notice, to Licensee’s records and books to the extent or otherwise reasonably necessary to determine verify the accuracy of Net Sales reportedroyalty reports for such Calendar Year and Coherus’s performance and compliance with this Agreement; provided, that such audit right shall not apply to records beyond [***] ([***]) years from the end of the Calendar Year to which they pertain and payments madethat records for a particular period may only be audited [***]. Prior to its inspection, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant Auditor shall be under enter into a confidentiality obligation agreement with both Parties having obligations of confidentiality and non-use no less restrictive than those set forth in Article 10 and limiting the disclosure and use of such information by such accountant to Licensee authorized representatives of the Parties and the purposes germane to disclose Section 8.6(a). With respect to Licensor only (a) the accuracy of Net Sales reported royalty reports, the Auditor shall report to Innovent only whether the particular amounts being audited were accurate and, if not, the amount of any discrepancy, and the basis for royalty and Auditor shall not report any other payments made information to Licensor under this Agreement and Innovent. Innovent shall treat the results of any Auditor’s review of Coherus’s records as Confidential Information of Coherus subject to the terms of Article 10. In the event such audit leads to the discovery of a discrepancy to Innovent’s detriment, Coherus shall, within [***] (b[***]) days after receipt of such report from the differenceAuditor, if any, such reported and paid amounts vary from amounts determined as a result pay any undisputed amount of the auditdiscrepancy. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid Innovent shall pay the Auditor’s full cost of the audit unless the underpayment of amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater Innovent is more than ten [***] percent (10[***]%)) of the amount due for the entire period being examined, in which case Coherus shall pay the fees and expenses of reasonable cost charged by the Auditor for such accountant review. Any undisputed overpayments by Coherus revealed by an examination shall be paid by Licensee; otherwise Innovent within [***] ([***]) days of Innovent’s receipt of the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)applicable report.

Audit Rights. Licensee Sublessor shall permit an independent keep or cause to be kept, separate and complete books of account covering all Operating Expenses in accordance with generally accepted accounting principles and showing the method of calculating Sublessee's Share of Operating Expenses in excess of the Operating Expense Base, and shall preserve for at least two (2) years after the close of each of Sublessor's fiscal year, all material documents evidencing said Operating Expenses for that fiscal year. Sublessor shall not be required to maintain documents for any other years and Sublessee's right to audit as set forth below shall not extend to any years other than those for which Sublessor is required to keep records Pursuant to this Paragraph 7.3(d). Sublessee, at its sole cost and expense, through any certified public accountant designated by Licensor and reasonably acceptable to Licenseeit, to shall have accessthe right, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreementwith reasonable notice, during regular reasonable business hours and upon at least sixty (60) days written noticenot more frequently than once during any fiscal year, to Licensee’s records examine and/or audit the books and books to documents mentioned above evidencing such Operating Expenses for the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the auditprevious fiscal year. If such examination results in or audit reveals a variance, Sublessee may give Notice thereof to Sublessor. Sublessor shall have thirty (30) days after receipt of such Notice to dispute the examination or audit by giving Notice of such dispute to Sublessee. If Sublessor does not give any such Notice of dispute, the determination that Net Sales of Operating Expenses pursuant to such examination or payments have been misstatedaudit shall be binding upon the parties. If Sublessor gives notice of such dispute within such thirty (30) day period, over or under paid amounts Sublessor's certified public accountant and Sublessee's certified public accountant shall mutually select a neutral third certified public accountant (the "Third Accountant"), and the determination of Operating Expenses by the Third Accountant shall be binding on both parties. Any amount due to either party on account of Operating Expenses following such determination shall be paid promptly to the appropriate Party. If Net Sales are understated by greater other party within thirty (30) days after the determination In the event the determination of the Third Accountant indicates a variance of more than ten percent (10%), the reasonable cost of Sublessee's audit, based on hourly fees and expenses (as opposed to, for example, fees based on the amount of such accountant reduction achieved) shall be paid by Licensee; Sublessor, otherwise the fees and expenses of such accountant cost shall be paid by LicensorSublessee. All matters reviewed by such independent public accountant The costs of the Third Accountant shall be deemed Confidential Information of Licensee split evenly between the Sublessor and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Sublessee.

Audit Rights. Licensee Subject to the other terms of this Section 8.5.2 (Audit Rights), during the Term and for a period of [***] thereafter, at the request of Jemincare, which shall not be made more frequently than one (1) time per Calendar Year, upon at least [***] prior written notice from Jemincare, and at the expense of Jemincare, RAPT shall permit an independent independent, nationally-recognized certified public accountant designated selected by Licensor Jemincare and reasonably acceptable to LicenseeRAPT (each, an “Auditor”) to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreementinspect, during regular business hours hours, the relevant records required to be maintained by RAPT under Section 8.5.1 (Records). Jemincare shall only have the right to audit such records relating to any Calendar Year once during the Term. Prior to its inspection, the Auditor shall enter into a confidentiality agreement with both Parties having obligations of confidentiality and upon at least sixty (60) days written notice, to Licensee’s records and books non-use with respect to the extent necessary Confidential Information no less restrictive than those set forth in Article 10 (Confidentiality) and limiting the disclosure and use of such information by the Auditor to determine authorized representatives of the accuracy Parties and the purposes germane to Section 8.5.1 (Records). Jemincare shall ensure that Auditor shall only disclose to Jemincare the amount of Net Sales reportedunderpayment or overpayment (if any), and payments made, by Licensee to Licensor within the three reasons for and methods of calculating such underpayment or overpayment (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed not any other Confidential Information of Licensee and RAPT. Results of any such review shall be binding on both Parties absent manifest error. Jemincare shall treat the results of any Auditor’s review of RAPT’s records as Confidential Information of RAPT subject to Section 6 the terms of Article 10 (Confidentiality). Licensee Jemincare shall use commercially reasonable efforts to reserve pay the right to conduct audits full cost of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, the audit unless the Net Sale underpayment of sublicensee are understated amounts due by RAPT is greater than 10 percent (10%)[***] of the amount due for the entire period being examined, in which case Licensee RAPT shall ensure that pay the fees and expenses reasonable cost charged by the Auditor for such review. In the event such audit reveals an underpayment by RAPT, RAPT shall, within [***] after receipt of such accountant report from the Auditor, pay the amount of the discrepancy. In the event that such audit reveals an overpayment by RAPT, RAPT shall be paid have the option to (a) have Jemincare reimburse RAPT for such excess payments or (b) credit the discrepancy against any future payments owed by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees RAPT under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Agreement.

Audit Rights. Licensee Marinus shall permit have the right during the period described in Section 8.9(a) to (A) appoint at its expense an independent certified public accountant designated by Licensor and of internationally recognized standing reasonably acceptable to LicenseeLicensee (the “Accounting Firm”) to audit the relevant records of Licensee and its Affiliates to verify that the amount of such payments were correctly determined or (B) require Licensee to (x) appoint such an Accounting Firm to conduct such an audit of the applicable sublicensee and (y) provide the results of such audit to Marinus. Licensee and its Affiliates shall each make its records available for audit by the Accounting Firm during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Marinus, solely to have access, no verify the payments hereunder were correctly determined. Such audit right shall not be exercised by Marinus more than once in each calendar year during the Term and no any Calendar Year nor more than twice during the three once with respect to sales of a particular Licensed Product in a particular period and may cover a period ending not more than thirty-six (336) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books months prior to the extent necessary date of such request. All records made available for audit pursuant to determine the accuracy this Section 8.9(b) shall be deemed to be Confidential Information of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an auditLicensee. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy results of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the differenceeach audit, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to binding on both Parties, unless the appropriate Partyamount in dispute exceeds two million Euros (€ 2,000,000.00). If Net Sales are understated by greater than ten percent (10%), In such case the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee results serve as an expert opinion and shall be subject without prejudice to any remedies available to either Party under this Agreement. If the amount of any payment hereunder was underpaid, and not disputed under Section 6 14.5 (ConfidentialityDispute Resolution). , as applicable, Licensee shall use commercially reasonable efforts promptly (but in any event no later than forty-five (45) days after its receipt of the Accounting Firm’s report so concluding) make payment to reserve Marinus of the right to conduct audits underpaid amount, including interest from the due date as set forth in Section 8.8 of its sublicensees in a comparable manner this Agreement. If the amount of payment hereunder was overpaid, and not disputed under Section 14.5 (Dispute Resolution), as applicable, Licensee will credit such overpayment against future royalties or other payments which would otherwise be due and owing under this Agreement. Marinus shall bear the full cost of an audit that it conducts pursuant to this Section 3.2.8 and if requested 8.9(b) unless such audit discloses an undisputed underpayment by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale ​ ​ Licensee of sublicensee are understated by greater more than 10 five percent (105%)) of the aggregate amount of the payments due hereunder described in the records subject to the audit, in which case Licensee shall ensure that reimburse Marinus for the reasonable audit fees for such audit, in addition to paying the underpaid amount. If such amount is disputed and expenses later resolved in favor of Marinus, such accountant fees shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, reimbursed promptly upon such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)resolution.

Audit Rights. Licensee (i) Each Party (the “Auditing Party”) shall permit have the right during the [* * *] period described in Section 9.10(a) to (A) appoint at its expense an independent certified public accountant designated by Licensor and of nationally recognized standing (the “Accounting Firm”) reasonably acceptable to Licenseethe other Party (the “Audited Party”) to audit the relevant records of the Audited Party and its Affiliates to verify that the amount of such payments were correctly determined and/or (B) require the Audited Party to (1) appoint such an Accounting Firm to conduct such an audit of the applicable sublicensee and (2) provide the results of such audit to the Auditing Party. The Audited Party and its Affiliates shall each make its records available for audit by the Accounting Firm during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from the Auditing Party, solely to have access, no verify the payments hereunder were correctly determined. Such audit right shall not be exercised by the Auditing Party more than once in each calendar year during the Term and no any Calendar Year nor more than twice during the three (3) calendar years following the expiration or termination once with respect to sales of this Agreement, during regular business hours a particular Licensed Product in a particular period and upon at least sixty (60) days written notice, to Licensee’s records and books may cover a period ending not more than [* * *] prior to the extent necessary date of such request. All records made available for audit pursuant to determine this Section 9.10(b) shall be deemed to be Confidential Information of the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an auditAudited Party. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy results of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the differenceeach audit, if any, such reported and paid amounts vary from amounts determined as a result shall be binding on both Parties. If the amount of any payment hereunder was underreported, the Audited Party shall promptly (but in any event no later than [* * *] after its receipt of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly Accounting Firm’s report so concluding) make payment to the appropriate PartyAuditing Party of the underreported amount. If Net Sales are understated by greater than ten percent (10%), The Auditing Party shall bear the fees and expenses full cost of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner an audit that it conducts pursuant to this Section 3.2.8 and if requested 9.10(b) unless such audit discloses an under reporting by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale Audited Party of sublicensee are understated by greater more than 10 percent (10%)[* * *] of the aggregate amount of the payments hereunder reportable in any Calendar Year, in which case Licensee the Audited Party shall ensure that reimburse the Auditing Party for the reasonable audit fees for such audit, in addition to paying the underreported amount. (ii) The Accounting Firm will disclose to the Auditing Party only whether the payments or costs subject to such audit are correct or incorrect and expenses the specific details concerning any discrepancies. No other information regarding the results of such accountant shall audit will be paid by provided to the sublicenseeAuditing Party without the prior consent of the Audited Party. Licensee The Audited Party is entitled to require the Accounting Firm to execute a reasonable confidentiality agreement prior to commencing any such audit. The Accounting Firm shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee its report and shall be subject findings to Section 6(Confidentiality)the Audited Party.

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor Subject to reasonable advance written notice from the Required Holders and reasonably acceptable to Licensee, to have access, no in any event not more than once per calendar year and limited to a three-year look-back period in each calendar year case, the Seller shall permit the Required Holders and/or an independent accounting firm reputable in the United States chosen by the Required Holders to have access during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent books and records of the Seller as may be reasonably necessary to determine audit the accuracy calculation of ANAPHYLM™ Net Sales, LIBERVANT™ Net Sales reported, and payments made, by Licensee to Licensor within Royalty Right Payment Amounts (or reasons for the three (3) year period immediately preceding lack of any calculation therefor). Any such an audit. The independent public accountant audit shall be under at the expense of the Required Holders; provided, however, that if any such audit reveals a confidentiality obligation to Licensee to disclose to Licensor only discrepancy if favor of the Purchasers that exceeds the lesser of (ai) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement [***] and (bii) [***] of a Royalty Right Payment Amount, then the differencecost of such audit shall instead be borne by the Seller. In the event that any such audit reveals an underpayment of any Royalty Right Payment Amount, if any, such reported and paid amounts vary from amounts determined as a result of then the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due underpayment amount shall be paid promptly within 30 days after any Purchaser makes a demand therefor, plus interest thereon if such audit amount exceeds the lesser of (i) [***] and (ii) [***] of the amount that actually should have been paid. Such interest shall be calculated from the date such amount was due until the date such amount is actually paid, at the rate of 0.50% over the prime rate of interest as published in The Wall Street Journal, Eastern Edition (or, if such publication is no longer available or relevant, a publication reasonably selected in good faith by the Seller), in effect on the date such amount was due. Any independent accounting firm conducting any audit pursuant to this Section 2.4 shall agree to be bound by the terms of the Confidentiality Agreement or shall otherwise agree to confidentiality provisions acceptable to the appropriate PartySeller. If Net Sales are understated Any books and records, information or other documentation provided or made available by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and Seller pursuant to this Section 2.4 shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Confidentiality Agreement.

Audit Rights. Licensee PARI shall permit have the right to have an independent public accountant designated by Licensor and third party nationally-recognized accounting firm reasonably acceptable to LicenseeProQR access the books and records of ProQR, to have access, no more than once in each calendar year during the Term its Affiliates and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books Permitted Sublicensees solely to the extent necessary to determine verify the accuracy of Net Sales reported, the reports and payments mademade hereunder. Such access shall be conducted upon reasonable written notice to ProQR, by Licensee its Affiliates and Permitted Sublicensees and during such parties’ normal business hours. Such access shall not be more frequent than once per calendar year and may occur only with respect to Licensor within the three (3) year period immediately preceding such an auditthirty-six (36) months. The independent public accountant auditing Party shall be under required to sign a confidentiality obligation agreement for the benefit of ProQR. If any audit discloses that the payments by ProQR to Licensee PARI are incorrect in ProQR’s favor, then ProQR shall pay any amount due to disclose to Licensor only PARI within ten (a10) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result days after receipt of the auditnecessary documentation of the amount owed. If such examination results any audit discloses that the payments by ProQR to PARI are incorrect in a determination that Net Sales or payments PARI’s favor, then ProQR shall have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits credit the amount of its sublicensees in a comparable manner the overpayment against each subsequent quarterly payment due to this Section 3.2.8 and if requested by Licensor PARI until the overpayment has been fully applied. If the overpayment is not fully applied prior to the final quarterly payment of Royalties due hereunder, PARI shall appoint promptly refund an independent public accountant amount equal to conduct any such audit, at Licensorremaining overpayment. If PARI’s expense, unless the Net Sale audit demonstrates an underpayment of sublicensee are understated by greater more than 10 five percent (105%)) for the payment due to PARI during the audited period, in which case Licensee ProQR shall ensure be liable for PARI’s reasonable cost of the audit that discovered such underpayment. Otherwise, PARI shall bear the fees and expenses costs of such accountant audits. ProQR shall be paid by have the sublicensee. Licensee shall provide Licensor right to dispute any such audit results in accordance with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)12.

Audit Rights. Licensee Pluristem shall permit have the right to have an independent certified public accountant designated selected by Licensor Pluristem and reasonably acceptable approved by UTC, such approval not to Licenseebe unreasonably withheld, along with members of its internal finance team inspect the books and records of UTC and Affiliates of UTC for the purpose of determining the accuracy of (i) Gross Profits Reports provided by UTC to have accessPluristem pursuant to Section ‎8.4, no more than once in each calendar year during and (ii) royalties due and paid by UTC to Pluristem pursuant to Sections ‎8.3 and ‎8.4. Pluristem may exercise such right within the Term and no more than twice during the three a period of two (32) calendar years following the after expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written noticebut not more frequently than once in any Calendar Year period, for any period up to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding Calendar Years prior to such an auditinspection. The independent certified public accountant accountants shall keep confidential any information obtained during such inspection and shall report to UTC and Pluristem only the amounts of Gross Profits and the amounts due and payable under the terms of this Agreement. If it is determined that additional amounts are owed to Pluristem during any period, UTC will pay Pluristem the additional amounts within thirty (30) days after the date the independent certified public accountant’s written report is received by UTC, together with any additional amount owed pursuant to Section ‎8.10 (namely, any such discrepancies shall be under a confidentiality obligation considered due on the time the payment in respect of such Gross Profits ought to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audithave been made). If such examination results it is determined that UTC has overpaid any amount during any period, the overpayment shall be credited toward future royalty payments to be paid by UTC pursuant hereto; provided, however, that, in a determination that Net Sales or payments have been misstatedthe event no further royalty payment shall become due, over or under paid amounts due said overpayment shall be paid promptly to UTC within thirty (30) days after the appropriate Partydate the independent certified public accountant’s written report is received by UTC. If Net Sales are understated The fees charged by greater than ten percent (10%), the fees and expenses of such independent certified public accountant shall will be paid by Licensee; otherwise Pluristem unless any additional amount owed to Pluristem (excluding any amount owed pursuant to Section ‎8.10) exceeds **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** of the fees and expenses of such accountant shall be amount paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be for the annual period subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that UTC will pay the fees and expenses reasonable costs of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)independent certified public accountant.

Audit Rights. Licensee Each Party shall permit keep reasonably detailed records of its Pre-Closing Costs, the Carrying Costs associated with the Development Costs and Pre-Closing Costs and any Cost Reductions and shall provide such records to the other Parties upon request. All such costs and reductions giving rise to any amounts paid under this Section 2.02 shall be subject to audit by internal auditors or an independent public accountant designated third-Person expert payable by Licensor the requesting Party at reasonable times and reasonably acceptable upon reasonable prior written notice to Licenseethe other Parties at any time prior to the eighth (8th) anniversary of ON Line COD; provided, however, that if the amount owed by the audited Party exceeds one hundred thousand Dollars ($100,000), the audited Party shall pay all reasonable audit costs. If a Dispute arises in connection with any audit conducted pursuant to have accessthis Section 2.02(e) and such Dispute remains outstanding for thirty (30) days following the conclusion of such audit, no more than once in each calendar year during the Term such Dispute may be referred to Ernst & Young Transmission Use and no more than twice Capacity Exchange Agreement LLP, or, if Ernst & Young LLP is unable or unwilling to act or is providing services to a Party and/or its Affiliates at such time or during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The time, such other independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only auditing firm agreeable by all Parties (ain either case, the “Independent Auditor”) the accuracy of Net Sales reported by any Party and the basis for royalty and other payments made to Licensor under this Agreement and (b) Party requesting the difference, if any, such reported and paid amounts vary from amounts determined as a result Independent Auditor shall bear the costs of the audit. If such examination results in a determination Independent Auditor; provided, however, that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to if the appropriate Party. If Net Sales are understated amount owed by greater than ten percent the audited Party exceeds one hundred thousand Dollars (10%$100,000), the fees audited Party shall pay all costs of the Independent Auditor. The Parties shall reasonably cooperate with the Independent Auditor, and expenses of such accountant their agreement to submit Disputes under this Section 2.02(e) to an Independent Auditor shall be paid by Licensee; otherwise enforceable as an agreement to arbitrate. The decision of the fees and expenses of such accountant Independent Auditor shall be paid by Licensor. All matters reviewed by such independent public accountant final, binding and conclusive upon the Parties, shall be deemed Confidential Information of Licensee and shall not be subject to Section 6 (Confidentiality)challenge or appeal, and may be enforced in any court having jurisdiction in the same manner as an arbitral award. Licensee shall use commercially reasonable efforts If it is determined at any time pursuant to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint such audit or Independent Auditor that an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be amount previously paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees Party under this Section 3.2.82.02 did not constitute a due and payable item, such reports Party may recover such amount plus interest at the Agreed Rate from any other Party that received such payment or deduct, or cause to be deducted, such amount from any payment that may be due to such receiving Party, and the Parties shall revise the Cost Detail Statements and the Cost Detail Reconciliation Statements to account for the overpayment. Each Party acknowledges and agrees that the making of any payment under this Section 2.02 shall be deemed Confidential Information without prejudice to the audit rights of Licensee and shall be subject to each Party under this Section 6(Confidentiality2.02(e).

Audit Rights. The Licensing Administrator shall have the right to audit or have audited the books and records of Licensee relating to payments made or due hereunder for the sole purpose of verifying the amounts due and payable hereunder, not more than once per Calendar Year (unless any audit reveals a shortfall as provided in this section) upon reasonable notice to the Licensee. All such audits shall permit be conducted during reasonable business hours of the Licensee. AVC PATENT PORTFOLIO LICENSE (cont’d) 3.12.2.1 Any such audit shall be performed by an independent certified public accountant designated accountant(s) or equivalent (“Auditor”) selected by Licensor the Licensing Administrator and reasonably acceptable to Licensee, whose consent shall not be unreasonably withheld, in the country where the audit is to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality)take place. Licensee shall fully cooperate with Auditor in conducting such audit and shall permit Auditor to inspect and copy such portions of the Licensee’s books and records that the Auditor, in the Auditor’s discretion, deems appropriate and necessary in accordance with the professional standards applicable to the Auditor in the country where the audit is to take place (“Necessary Records”). It shall be a material breach of this Agreement for Licensee to fail to provide to Auditor such Necessary Records. 3.12.2.2 The Licensing Administrator shall have the Auditor (and each member or employee thereof participating in the audit) agree not to disclose any information learned by the Auditor in the audit to any Licensor, nor use commercially reasonable efforts to reserve any such information, except for providing the right to conduct audits Licensing Administrator with a statement of its sublicensees payments due by Licensee in a comparable manner to sufficient detail consistent with Article 3.11 hereof. 3.12.2.3 The cost of an audit in accordance with Article 3.12.2 of this Section 3.2.8 and Agreement shall be at the expense of the Licensing Administrator; provided, however, the Licensee shall pay the cost of the audit if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by audit reveals any underpayment which in the aggregate is greater than 10 five percent (105%)) of the amount actually due for the period being audited. Any payments due by the Licensee under Article 3.12 shall be due within thirty (30) days of notice from the Licensing Administrator. 3.12.2.4 Within thirty (30) days after receiving notice from the Licensing Administrator of any shortfalls uncovered, in which case Licensee shall ensure that pay (i) any shortfalls plus interest as set forth in Section 3.9 herein, as measured from the fees date when such shortfall should have been paid; and expenses (ii) the cost of such accountant shall be paid by the sublicenseeaudit if required under Article 3.12.2.3 hereof. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(ConfidentialityAVC PATENT PORTFOLIO LICENSE (cont’d).

Audit Rights. Licensee ▇▇▇▇▇▇ shall permit an independent public accountant designated by Licensor and reasonably acceptable have the right, upon thirty (30) days’ prior written notice to LicenseeOraSure, to have accessconduct during normal business hours a quality assurance audit (subject to Section 4.3) and inspection of OraSure’s records and production facilities relating to OraSure’s compliance with the terms of this Agreement, no more than once in each calendar year during including with respect to the Term Manufacture of Products, and no more than twice during the to perform follow-up audits as reasonably necessary. The duration of such audits shall not exceed three (3) calendar years following days and such audits shall be performed by no more than three (3) auditors. Notwithstanding the expiration foregoing, in no event shall ▇▇▇▇▇▇ be entitled to conduct more than one (1) audit in any Calendar Year, whether such audit occurs under Section 4.3 or termination this Section 6.3, unless significant compliance issues are discovered during such audit in which case ▇▇▇▇▇▇ shall be entitled to conduct reasonable follow up audits in accordance with this Section 6.3. At OraSure’s request, ▇▇▇▇▇▇ shall provide OraSure with a written summary of the results of any audit conducted under this Section 6.3. Notwithstanding the foregoing, ▇▇▇▇▇▇ shall have the right at any time during the Term of this Agreement, during regular business hours and upon at least sixty (60) days reasonable prior written noticenotice to OraSure, to Licensee’s records and books conduct any audits specifically mandated by the FDA or to respond to specific questions from the FDA, to the extent necessary such audits relate to determine the accuracy Products or Manufacture thereof. Visits by ▇▇▇▇▇▇ to OraSure’s production facilities may involve the transfer of Net Sales reportedConfidential Information, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding any such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality)the terms of Article 12 hereof. Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses The results of such accountant audits and any information obtained during such audits shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed considered Confidential Information of Licensee the party disclosing such Confidential Information and shall not be subject disclosed by the receiving party to Section 6(Confidentiality)third persons, including but not limited to the FDA, except in accordance with Article 12. If ▇▇▇▇▇▇ utilizes auditors that are not employees of ▇▇▇▇▇▇, each of such auditors shall execute a non-disclosure agreement, with confidentiality terms at least as stringent as those set forth herein which protect the Confidential Information of OraSure, and ▇▇▇▇▇▇ shall provide OraSure with written representation that such auditors have executed such non-disclosure agreement.

Audit Rights. Licensee At the request of SR, Gilead shall, and shall cause its Affiliates to, permit an independent public accountant auditor designated by Licensor SR and reasonably acceptable to LicenseeGilead, at reasonable times and upon reasonable notice, to have accessaudit the books and records maintained by Gilead (or its Affiliate, no as applicable) pursuant to Section 5.8 to ensure the accuracy of all reports and payments made hereunder. Such books and records shall be available to the auditor during regular business hours at such place or places where such books and records are customarily kept. Such examinations may not (a) be conducted for any Calendar Quarter more than [***] years after the end of such Calendar Quarter, (b) be conducted more than once in each calendar year during any [***] month period or (c) be repeated for any Calendar Quarter. Except as provided below, the Term and no cost of this audit shall be borne by SR, unless the audit reveals an underreporting of Net Sales of more than twice during the three greater of (3i) calendar years following [***] or more, or (ii) [***], from the expiration reported amounts. If such audit concludes that (i) the amount Gilead paid to SR for a given Calendar Quarter exceeded the amount that was payable to SR, then at Gilead’s option, (A) SR shall reimburse Gilead for such undisputed variance within [***] days after the date on which such audit is completed or termination of (B) Gilead shall have the right to credit such excess amounts paid towards future payments owed to SR under this Agreement, during regular business hours and upon at least sixty or (60ii) days written notice, to Licensee’s records and books the amount Gilead paid to the extent necessary SR for a given Calendar Quarter was less than the amount that was payable to determine SR, Gilead shall reimburse SR for such undisputed variance within [***] days after the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding date on which such an auditaudit is completed. The independent public accountant SR shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be treat all information subject to review under Section 6 (Confidentiality)5.8 and this Section 5.10 in accordance with the confidentiality provisions of Article 7. Licensee Gilead shall use commercially reasonable efforts Commercially Reasonable Efforts to reserve the right to conduct audits of its sublicensees include substantially similar rights as set forth in a comparable manner to this Section 3.2.8 and if requested 5.10 in any sublicense agreement with its Sublicensee; provided, however, that such sublicense agreement may provide that such audit be conducted by Licensor shall appoint Gilead, its Affiliate or an independent public accountant auditor designated by Gilead (and reasonably acceptable to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(ConfidentialitySR).

Audit Rights. Licensee Notwithstanding any other conditions of this Agreement, the books and records of University hereunder will be made available upon request, at the University's regular place of business, for audit by personnel authorized by the Company. Additionally, the books and records pertaining to this Agreement and any Task Orders shall be retained by the University for a period of three years following final payment. The period of access and examination described above, for the records which relate to (a) litigation or settlement of claims arising out of the performance of this Agreement or (b) costs and expenses of this Agreement as to which exception has been taken by the parties shall continue until such litigation, claims, or exceptions have been disposed of. Company shall keep complete and accurate records pertaining to the sale or other disposition of the Product and of the royalty payments and other amounts payable under this [ * ] = 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. Agreement in sufficient detail to permit University and/or its licensors to confirm the accuracy of all payments due hereunder and provided herein. University shall have the right to cause an independent independent, certified public accountant designated by Licensor to audit such records and reasonably acceptable Work done to Licensee, to have access, confirm Company's Net Sales and royalty payments for the preceding year. Information obtained during such an audit shall be the Confidential Information of Company as defined in Section 15. Such audit rights may be exercised no more often than once in each calendar year during the Term and no more than twice during the a year, within three (3) years after the calendar years following quarter to which such records relate, upon reasonable notice to Company and during normal business hours. University will bear the full cost of such audit unless such audit discloses an underpayment of more than [ * ] from the amount of royalty payments due. In such case, Company shall bear the full cost of such audit. Within thirty (30) days of the completion of such audit, Company shall pay to University the amount of any underpayment disclosed in such audit, or University shall pay to Company the amount of any overpayment disclosed in such audit, as applicable. The audit rights of both parties shall survive any termination or expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy Agreement for a period of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)years.

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor and reasonably acceptable to Licensee, to have access, no more than once in each calendar year during a. During the Term and no more than twice during continuing until the three date one (31) calendar years year following the date of expiration or of earlier termination of this Agreement, * may, audit the financial *Confidential material omitted and separately filed with the Commission under an application for confidential treatment. books, information systems and records of Video Update as reasonably necessary to verify Video Update's compliance with its obligations under this Agreement; provided, however, that (a) such audit shall be at the sole cost and expense of * (unless such audit reveals that payments due to * for any twelve (12) month period were understated by more than five (5%), in which case, in addition to all other rights which * may have, Video Update shall promptly reimburse * to the extent of its reasonable out-of-pocket costs of such audit,) (b) * may not audit more than twice per year (and no such audit shall continue for more than thirty (30) calendar days from the date the auditors are given access to the applicable records), and (c) any such audit shall be conducted only during regular business hours and upon at least sixty (60) days written notice, in such a manner as not unreasonably to Licensee’s interfere with the normal business activities of Video Update. Video Update shall keep and maintain complete and accurate books of account and records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor in connection with its obligations under this Agreement and at its principal place of business until the date thirty-nine (b39) months following the difference, if any, such reported and paid amounts vary from amounts determined as a result date of rendering of the initial statement reflecting such records unless a legal action with regard thereto is commenced during such period. b. During the Term and continuing until the date one (1) year following the date of expiration or earlier termination of this Agreement, * (and its agents or representatives) may inspect, examine, audit, and make copies of the books, records, invoices, and store premises of Stores. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due * rights hereunder shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve also include the right to conduct audits inspect and examine the premises and inventory of Copies of Stores, warehouses, transfer or storage facilities, and any other locations under Video Update's operation or control. Video Update and Store employees shall cooperate with * exercise of its sublicensees in a comparable manner rights hereunder and provide * such assistance as * shall reasonably request to enable * to verify Video Update's compliance with the terms of this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct Agreement. Any such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant audit shall be paid by conducted only during regular business hours and in such a manner as not unreasonably to interfere with the sublicensee. Licensee shall provide Licensor with a copy normal business activities of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)Store.

Audit Rights. Licensee Upon [REDACTED] days' written notice to ▇▇▇▇▇▇▇ Pharma, Lynx shall permit an independent public have the right to have a certified accountant designated by Licensor and reasonably acceptable to Licensee▇▇▇▇▇▇▇ Pharma or its Affiliate (as applicable) audit ▇▇▇▇▇▇▇ Pharma's, its Affiliates' and/or its Sublicensees' records to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of confirm that all payments made hereunder are accurate. Any audit performed pursuant to this Agreement, subsection shall take place during regular business hours and upon at least sixty ▇▇▇▇▇▇▇ Pharma's principal place of business or at any other location where ▇▇▇▇▇▇▇ Pharma may make the applicable records available; provided, however that access to ▇▇▇▇▇▇▇ Pharma's, its Affiliates' and/or its Sublicensees' records shall be provided in such manner so as not to interfere with the normal conduct of ▇▇▇▇▇▇▇ Pharma's, its Affiliates' and/or its Sublicensees' (60as applicable) days written noticebusiness or operations. Access to ▇▇▇▇▇▇▇ Pharma's, its Affiliates' and/or its Sublicensees' records shall be limited to Licensee’s such records and books (or the relevant portion thereof) as are reasonably required to the extent necessary determine that payments made under this Agreement are accurate (or if such payments are not accurate then to determine the accuracy of Net Sales reported, proper payment amount) and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent Lynx and/or its certified public accountant shall execute such confidentiality agreements with respect to such access as ▇▇▇▇▇▇▇ Pharma, its Affiliates and/or its Sublicensees may request. Any amounts showed to be under a confidentiality obligation owed to Licensee to disclose to Licensor only Lynx shall be immediately paid with interest at [REDACTED] per month (a) or the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the differencemaximum amount allowed by law, if anyless) from the day such amounts were first due until paid. In addition, such reported and paid amounts vary from amounts determined as a result if the audit shows underpayment by [REDACTED] or more of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due during the audited period, ▇▇▇▇▇▇▇ Pharma shall be paid promptly pay Lynx's reasonable CONFIDENTIAL TREATMENT REQUESTED 32. expenses in having such audit conducted. ▇▇▇▇▇▇▇ Pharma shall have a reciprocal right to audit Lynx's records, under similar provisions, to determine if the appropriate PartyFully Burdened Costs used in Section 6.3 are accurate. If Net Sales are understated In the event any such audit shows that ▇▇▇▇▇▇▇ Pharma overpaid Lynx hereunder, Lynx shall repay such amount of overpayment with interest at [REDACTED] per month (or the maximum amount allowed by greater than ten percent (10%)law, if less) from the fees and expenses date of such accountant shall be paid by Licensee; otherwise overpayment until the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject date it is repaid to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)▇▇▇▇▇▇▇ Pharma.

Audit Rights. Licensee DISTRIBUTOR shall permit an independent public accountant designated by Licensor keep full, accurate and reasonably acceptable complete books of account and all other related records of all matters relating to Licensee, to have access, no more than once in each calendar year during the Term and no more than twice during the this Agreement for a period of three (3) years from the end of each calendar years following the expiration year. GUPTA, its licensors, or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant their respective authorized representatives shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits examine and copy such books of its sublicensees account and other related records at all reasonable times during such period, to verify the correctness of amounts paid to GUPTA, DISTRIBUTOR compliance with, and for any other matters arising out of, this Agreement. If any such examination discloses a deficiency in a comparable manner any payments made by DISTRIBUTOR to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale GUPTA of sublicensee are understated by greater more than 10 three percent (103%)) of such payment, DISTRIBUTOR shall reimburse GUPTA for all of the expenses connected with such examination and the next subsequent examination, in which case Licensee shall ensure addition to the payment of the amount of any such deficiency. 9. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY 9.1 LIMITED SERVICE WARRANTY; NO THIRD PARTY WARRANTIES. GUPTA does not warrant that the fees operation of the Products will be uninterrupted or error free, and expenses otherwise licenses the Products "AS IS." ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED DISTRIBUTOR_________ GUPTA________ GUPTA PREMIUM International Distribution Agreement [GUPTA LOGO] TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. As between DISTRIBUTOR and GUPTA, DISTRIBUTOR ASSUMES AND SHALL ENSURE THAT VAR ASSUMES, FULL RESPONSIBILITY for selecting Products and for ensuring that the Products selected are compatible and appropriate for use with the computers and other software with which they will be used. 9.2 NO WARRANTY FOR INTERACTION WITH USER COMPUTER. GUPTA DOES NOT WARRANT that any Product or GLS release is FREE FROM ERROR or that it will INTERFACE WITHOUT ANY PROBLEMS with the other components of such accountant an End-User's computer system. DISTRIBUTOR or applicable VAR shall be paid by advise each End-User that it is the sublicensee. Licensee shall provide Licensor with a copy responsibility of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee the End-User to BACK UP its computer or otherwise SAVE important data BEFORE INSTALLING any Product and shall be subject to Section 6(Confidentiality)continue to back-up its important data regularly.

Audit Rights. Licensee With respect to any Change Order which adjusts the Contract Price by compensating Contractor on a reimbursable cost or time and materials basis, Contractor shall permit maintain, in accordance with Industry Standards and generally accepted accounting principles consistently applied, records and books of account as may be necessary for substantiation of all Contractor claims for additional compensation or Change Orders. Owner, Owner's Engineer, the Financing Parties (except for any Financing Party that is a SunPower Competitor other than an independent public accountant designated by Licensor Eligible SunPower Competitor), if any, and reasonably acceptable their authorized representatives shall be entitled to Licensee, to have access, no more than once in each calendar year inspect and audit such records and books of account during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours and upon at least sixty reasonable advanced notice during the course of the Work and for a period of *** after Final Completion (60) days written noticeor such longer period, where required by Applicable Law); provided, however, that the purpose of any such audit shall be only for verification of such costs, and Contractor shall not be required to Licensee’s keep records of or provide access to those of its costs covered by the fee, allowances, fixed rates, unit prices, lump sum amounts, or of costs which are expressed in terms of percentages of other costs. Contractor shall retain all such records and books to of account for a period of at least *** after the extent necessary to determine the accuracy of Net Sales reportedFinal Completion Date (or such longer period, and payments made, where required by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (ConfidentialityApplicable Law). Licensee Contractor shall use commercially reasonable efforts to reserve cause all Major Subcontractors engaged in connection with the right to conduct audits Work or the performance by Contractor of its sublicensees warranty obligations herein to retain for the same period all their records relating to the Work for the same purposes and subject to the same limitations set forth in this Section 31.14. Audit data shall not be released by the auditor to parties other than Contractor, Owner, Owner's Engineer, and their respective officers, directors, members, managers, employees and agents in connection with any such audit, subject to the provisions of Article 25. If, as a comparable manner result of any audit conducted pursuant to this Section 3.2.8 31.14, the results of such audit indicate that Contractor received more or less than the amount to which it *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. was entitled under this Agreement, either Owner shall pay the additional amount owed to Contractor or Contractor shall refund any overpayment to Owner, as applicable, in either case within *** of a written request therefor. Owner shall be responsible for all costs and if requested expenses of such audit unless a significant overpayment by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%)Owner is discovered, in which case Licensee shall ensure that the fees and expenses of such accountant Contractor shall be paid by the sublicenseeresponsible for such costs and expenses. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)*** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Audit Rights. Licensee Each party shall permit an independent public accountant designated by Licensor and reasonably acceptable to Licensee, have the right to have accessmutually acceptable ------------ independent CPA auditors (which auditors shall not be compensated on a contingency basis and shall be bound to keep all information confidential except as necessary to disclose discrepancies to the auditing party) audit and [**] CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT. THROUGHOUT THIS EXHIBIT CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THE PUBLIC FILING AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. analyze the other party's relevant accounting records to ensure compliance with the other party's payment obligations under this Section 6. Any such audit shall be permitted within thirty (30) days of receipt by the audited party of a written request from the auditing party to audit, during normal business hours, at a time mutually agreed upon; provided, however, that no audit of ICQ's accounting records may be conducted during the months of June through September. The cost of such an audit shall be borne by the auditing party unless a material discrepancy is found, in which case the cost of the audit shall be borne by the audited party. A discrepancy shall be deemed material if it involves a payment or adjustment of more than once five percent (5%) of the amount actually due from the audited party in each calendar year any given quarterly period. Neither party shall be audited more frequently than annually. Audits shall not interfere unreasonably with the audited party's business activities and shall be conducted in the audited party's facilities during normal business hours, at a time mutually agreed upon. An audit may cover any period; provided that: (i) the Term period has not been previously audited; and no more than twice during (ii) the period under audit is within a three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result commencement of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due The audited party shall be paid promptly to reimburse the appropriate Party. If Net Sales are understated by greater than ten percent (10%), auditing party for the fees and expenses amount of any discrepancy arising out of such accountant shall be paid by Licensee; otherwise audit which indicates that the fees and expenses auditing party is owed amounts hereunder as well as the costs of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expenseif applicable, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)as provided above.

Audit Rights. Licensee Tenant shall permit an independent public accountant designated by Licensor have the right upon reasonable Notice to Landlord (but no more often than once per calendar year) and reasonably acceptable to Licenseeat its own cost and expense (without requirement that Tenant pay Landlord’s costs of complying with this provision), to have accessaudit or inspect Landlord’s books and records relating to ▇▇▇▇▇▇▇▇’s calculation of Operating Expenses and/or other Additional Rent payable by ▇▇▇▇▇▇. Landlord shall utilize or cause to be utilized accounting records and procedures for each fiscal year (or other applicable time period) conforming to generally accepted accounting principals, no more than once in each calendar year consistently applied, with respect to all Operating Expenses and calculations of other forms of Additional Rent. Landlord shall cooperate with Tenant during the Term and no more than twice course of an audit, making all pertinent records available to Tenant, Tenant’s employees or agents for inspection during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours and upon at least sixty (60) days written noticein Landlord’s building manager’s office. Landlord agrees to make such personnel available to Tenant as is reasonably necessary for Tenant, to LicenseeTenant’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales employees or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant agents to conduct such audit. Tenant, at LicensorTenant’s expenseemployees or agents shall be entitled to make copies of such records, unless provided Tenant bears the Net Sale expense of sublicensee are understated such copying and further provided that ▇▇▇▇▇▇ agrees to keep such copies in a confidential manner. If during the course of an Audit, Tenant uncovers that Landlord has overcharged Tenant, then Landlord shall pay to Tenant: (i) the overcharged amounts; and (ii) in the event that Landlord overcharged Tenant by greater more than 10 five percent (105%), in which case Licensee shall ensure that addition to the fees overcharged amounts, the reasonable costs and expenses incurred by Tenant in connection with the Audit. The making of such accountant payments to Landlord by ▇▇▇▇▇▇ and the acceptance of payments from Landlord by Tenant shall be paid not preclude Tenant from questioning the accuracy of any payment made or charge assessed by Landlord for Operating Expenses for up to two (2) years after the sublicensee. Licensee shall provide Licensor with a copy end of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)year adjustment has been made as provided above.

Audit Rights. Licensee 10.1 Organon shall, and shall permit cause its Affiliates to, prepare and maintain the Records and any records relating to the payment of Expenses pursuant to Article 3, which shall be open to inspection and subject to audit and/or reproduction, during normal working hours, by an independent public accountant designated accounting firm or other appropriate Third Party representative selected by Licensor Merck, and reasonably acceptable to LicenseeOrganon (including entering into a reasonably acceptable confidentiality agreement), for (x) evaluation and verification of the provision of each Service, but, for the avoidance of doubt, not the Service Fee or associated cost of each Service, hereunder by Organon in accordance with the applicable section of the Transition Services Schedule (excluding the Service Fee) with respect to have accessthe Records and (y) evaluation and verification of the accuracy of any Expenses paid pursuant to Article 3 with respect to any records relating to the payment of Expenses pursuant to Article 3; provided, however, that such right to conduct such audits and inspections and/or reproduction shall not occur (i) more frequently than one (1) time per Calendar Year, and (ii) with respect to such audits and inspections relating to any Expenses paid pursuant to Article 3, no more later than once the Calendar Year following the Calendar Year in each calendar year during which such Expense was paid, unless Merck has reasonable cause to believe that Organon is not complying with this Agreement. 10.2 The accounting firm or other Third Party representative shall have access to Organon’s facilities and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with this Section 10.1. Merck shall give Organon at least forty-five (45) days’ prior notice of intent to audit. The accounting firm or other Third Party representative shall have access to the Term Records and no more than twice during any records relating to the three payment of Expenses pursuant to Article 3 and Organon shall preserve the Records and any records relating to the payment of Expenses pursuant to Article 3 for a period of two (32) calendar years following the expiration or termination of this Agreement, during regular business hours date the Records and upon at least sixty (60) days written notice, to Licensee’s any records and books relating to the extent necessary payment of Expenses pursuant to determine Article 3 were created, or for such longer period as may be required by Applicable Laws. 10.3 The right to audit and/or inspect the accuracy of Net Sales reported, and payments made, Records pursuant to this Article 10 shall terminate with respect to each Service to be provided by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor Organon under this Agreement on the applicable Service Termination Date. The right to audit and/or inspect any records relating to the payment of Expenses pursuant to Article 3 pursuant to this Article 10 shall terminate with respect to each such Expense at the end of the Calendar Year following the Calendar Year in which such Expense was paid by Merck to Organon. 10.4 If an audit, inspection or examination of any records relating to the payment of Expenses pursuant to Article 3 conducted in accordance with this Article 10 discloses overcharges (of any nature) by Organon to Merck or undercharges (of any nature), any undisputed adjustments and/or payments to Merck shall be made by Organon or Merck, as applicable, within a reasonable amount of time not to exceed ninety (90) days from presentation of Merck’s findings to Organon. 10.5 Merck shall bear all costs and expenses incurred by Merck in connection with any such audit or inspection; provided, however, that if any such audit or inspection correctly identifies any overcharges (of any nature) that are the fault of Organon in excess of the greater of (i) five percent (5%) of the amount actually payable by Merck and (bii) the difference$500,000, if any, then in such reported and paid amounts vary from amounts determined as a result of the audit. If case Organon shall reimburse Merck for all reasonable out-of-pocket costs incurred by Merck in connection with such examination results in a determination that Net Sales audit or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)inspection.

Audit Rights. Licensee Astellas shall permit an independent public accountant designated have the right to inspect and audit CPC’s books and records, at the location(s) where the books and records are maintained by Licensor and reasonably acceptable CPC, relating to Licenseethe Other Programs for purposes of ascertaining the accuracy of Astellas’ payments to CPC under this Article 4, to have access, no more than once in each calendar year during the Term provided that any (i) such audit shall take place by (and no more than twice during the three later than) one (31) calendar years following year after the expiration or termination of this Agreement, (ii) once such an inspection and audit of the books and records of CPC for a given time period has been completed and any discrepancies or potential discrepancies identified in such audit with respect to payments, reimbursements or sharing under this Agreement have either been resolved or determined in reasonable detail in connection with such audit, the books and records for such time period will not be subject to re-audit under this Section 4.5 (for the avoidance of doubt, the books and records for a given time period may be reviewed more than once during regular an audit to verify the accuracy of the relevant payments), and (iii) such inspection and audits shall be performed on behalf of Astellas by an independent Third Party auditor selected by Astellas and reasonably acceptable to CPC. Such audits shall be conducted during the normal business hours and of CPC upon at least sixty thirty (6030) days written noticeadvance notice to CPC and shall be made no more than once each four consecutive calendar quarters. The auditor selected by Astellas shall be required to execute a reasonable confidentiality agreement prior to commencing any such audit and shall only disclose to Astellas (a) whether or not the relevant payments were accurate, to Licensee’s records and books to or the extent necessary to determine reasons why the accuracy of Net Sales reportedthe relevant payments could not be determined, and payments made, by Licensee any recommended actions needed to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) ensure the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement relevant future payments, and (b) if the differencepayments were not accurate, if anythe amount of any under- or over-payment, such reported as well as detail concerning the nature, scope and paid amounts vary from amounts determined as a result circumstances of the auditdiscrepancy so that such discrepancy can be equitably resolved. If With respect to audits of financial and accounting records, the results of such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due audits shall be paid promptly delivered in writing to Astellas and CPC. Astellas shall bear the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees costs and expenses of audits conducted under this Section 4.5, unless a variation or error producing an overpayment exceeding five percent (5%) of the amount paid for the period covered by the audit, whereupon all reasonable out-of-pocket costs paid to Third Parties relating to such accountant audit shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)CPC.

Audit Rights. Licensee PDL shall permit have the right to have an independent public accountant designated by Licensor and nationally-recognized accounting firm reasonably acceptable to Licensee, to have access, no more than once in each calendar year during GMN access the Term books and no more than twice during the three (3) calendar years following the expiration or termination records of this Agreement, during regular business hours GMN and upon at least sixty (60) days written notice, to Licensee’s records and books its Affiliates solely to the extent necessary to determine verify GMN’s Fully Burdened Cost described in Section 7.1. Such audit shall be conducted upon at least [****]* advanced written notice to GMN and shall commence on a date reasonably acceptable to both Parties, not to be later than [****]* after PDL’s notice. Such audit shall only be during GMN’s normal business hours. Such audit shall not be more frequent than [****]*, may occur only with respect to the accuracy of Net Sales reportedimmediately preceding [****]*, may not audit less than [****]*, and payments made, by Licensee may not be conducted more than [****]* with respect to Licensor within the three (3) year period immediately preceding such an auditany particular [****]*. The independent public accountant auditing party shall be under * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. required to sign a confidentiality obligation agreement for the benefit of, and in a form reasonably acceptable to, GMN and/or its Affiliates. GMN shall be provided the opportunity to Licensee discuss any discrepancies found during such audit with the auditors prior to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result auditor issuing its final report. The final report shall be shared with both of the auditParties, after PDL has reviewed and discussed the report with its accounting firm. If such examination results in a determination that Net Sales or payments have been misstatedany audit discloses any underpayments by PDL to GMN, over or under paid amounts due shall be paid promptly to then unless contested by PDL within [****]* after receipt of the appropriate Party. If Net Sales are understated by greater than ten percent (10%)necessary documentation of the amount owed, the fees and expenses of such accountant any underpayment shall be paid by Licensee; otherwise PDL to GMN within [****]* of it being so disclosed. If any audit discloses any overpayments by PDL to GMN, then unless contested by GMN within [****]* after receipt of the fees and expenses necessary documentation of such accountant the amount owed, PDL shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve have the right to conduct audits credit the amount of its sublicensees the overpayment together with any interest thereon calculated in a comparable manner accordance with Section 7.3, against subsequent payment due to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees GMN under this Section 3.2.8Agreement or have any such overpayment and interest refunded to it. If any audit discloses any overcharges by GMN in excess of [****]*, such reports GMN shall be deemed Confidential Information pay the costs of Licensee and shall be subject to Section 6(Confidentiality)the accounting firm.

Audit Rights. Licensee (i) Leap shall permit have the right during the [***] period described in Section 9.10(a) to (a) appoint at its expense an independent certified public accountant designated by Licensor and of nationally recognized standing (the “Accounting Firm”) reasonably acceptable to Licensee, BeiGene to have access, no more than once in audit the relevant records of BeiGene and its Affiliates to verify that the amount of such payments were correctly determined and/or (b) require BeiGene to (i) appoint such an Accounting Firm to conduct such an audit of the applicable sublicensee and (ii) provide the results of such audit to Leap. BeiGene and its Affiliates shall each calendar year during make its records available for audit by the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, Accounting Firm during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Leap, solely to verify the payments hereunder were correctly determined. Such audit right shall not be exercised by Leap more than [***] nor more than once with respect to sales of a particular Licensed Product in a particular period and upon at least sixty (60) days written notice, to Licensee’s records and books may cover a period ending not more than [***] prior to the extent necessary date of such request. All records made available for audit pursuant to determine the accuracy this Section 9.10(b) shall be deemed to be Confidential Information of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an auditBeiGene. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy results of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the differenceeach audit, if any, such reported and paid amounts vary from amounts determined as a result shall be binding on both Parties. If the amount of any payment hereunder was underreported, BeiGene shall promptly (but in any event no later than [***] after its receipt of the auditAccounting Firm’s report so concluding) make payment to Leap of the underreported amount. If such examination results in a determination Leap shall bear the full cost of an audit that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner it conducts pursuant to this Section 3.2.8 and if requested 9.10(b) unless such audit discloses an under reporting by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale BeiGene of sublicensee are understated by greater more than 10 [***] percent (10[***]%)) of the aggregate amount of the payments hereunder reportable in any Calendar Year, in which case Licensee BeiGene shall ensure that reimburse Leap for the reasonable audit fees for such audit, in addition to paying the underreported amount.89 85 Competitive Information – Financial Provisions and expenses Commercially Sensitive Terms. 86 Competitive Information – Commercially Sensitive Terms. 87 Competitive Information – Commercially Sensitive Terms. 88 Competitive Information – Commercially Sensitive Terms. (ii) The Accounting Firm will disclose to Leap only whether the payments subject to such audit are correct or incorrect and the specific details concerning any discrepancies. No other information regarding the results of such accountant shall audit will be paid by provided to Leap without the sublicenseeprior consent of BeiGene. Licensee BeiGene is entitled to require the Accounting Firm to execute a reasonable confidentiality agreement prior to commencing any such audit. The Accounting Firm shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee its report and shall be subject findings to Section 6(Confidentiality)BeiGene.

Audit Rights. Licensee Regen BioPharma shall permit an independent public accountant designated by Licensor Benitec Australia and reasonably acceptable to LicenseeRegen BioPharma, to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to LicenseeRegen BioPharma’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee Regen BioPharma to Licensor Benitec Australia within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee Regen BioPharma to disclose to Licensor Benitec Australia only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor Benitec Australia under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten five percent (105%), the fees and expenses of such accountant shall be paid by LicenseeRegen BioPharma; otherwise the fees and expenses of such accountant shall be paid by LicensorBenitec. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee Regen BioPharma and shall be subject to Section 6 9 (Confidentiality). Licensee Regen BioPharma shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 3.10 and if requested by Licensor Benitec Australia shall appoint an independent public accountant to conduct such audit, at LicensorBenitec Australia’s expense, unless the Net Sale of sublicensee are understated by greater than 10 five percent (105%), in which case Licensee Regen BioPharma shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee Regen BioPharma shall provide Licensor Benitec Australia with a copy of all audit reports of sublicensees under this Section 3.2.83.10, such reports shall be deemed Confidential Information of Licensee Regen BioPharma and shall be subject to Section 6(Confidentiality9 (Confidentiality).

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor and reasonably acceptable to Licensee, to have access, no more than once in each calendar year during a. During the Term and no more than twice during continuing until the three date one (31) calendar years year following the date of expiration or earlier termination of this Agreement, BVHE (and its agents or representatives) may examine, audit and make copies of the books, records, invoices and computer or database information of Hollywood as reasonably necessary to verify Hollywood's compliance with its obligations under this Agreement; provided, however, that (a) such audit shall be at the sole cost and expense of BVHE (unless such audit reveals that payments due to BVHE for any twelve (12) month period were understated by more than five percent (5%), in which case, in addition to all other rights which BVHE may have, Hollywood shall promptly reimburse BVHE to the extent of its reasonable out-of- pocket costs of such audit,) (b) BVHE may not audit more than four (4) times per year during the Term or more than twice after the expiration of the Term (and no such audit shall continue for more than thirty (30) calendar days from the date the auditors are given access to the applicable books and records) and (c) any such audit shall be conducted only during regular business hours and upon at least sixty (60in such a manner as not unreasonably to interfere with the normal business activities of Hollywood. Hollywood shall keep and maintain complete ) days written notice, to Licensee’s and accurate books of account and records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor in connection with its obligations under this Agreement and at its principal place of business (bunless a legal action with regard thereto is commenced during such period) until the difference, if any, such reported and paid amounts vary from amounts determined as a result date thirty-nine (39) months following the date of rendering of the auditinitial statement reflecting such records. If such examination results in a determination that Net Sales BVHE shall have no right of access to books, records or payments have been misstateddatabase information relating to product not distributed by BVHE or any specific individual customer information. * Confidential material omitted and separately filed with the Commission under an application for confidential treatment. b. In addition, over during the Term and continuing until the date one ( 1) year following the date of expiration or under paid amounts due earlier termination of the Agreement. BVHE (and its agents or representatives) may, inspect, examine, audit and make copies of the books, records, invoices, and computer or database information of Stores. BVHE's rights hereunder shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve also include the right to conduct audits inspect and examine the premises and inventory of Copies of Stores, warehouses, transfer or storage facilities, and any other locations under Hollywood's operation or control. Hollywood and Store employees shall cooperate with BVHE's exercise of its sublicensees in a comparable manner rights hereunder and provide BVHE such assistance as BVHE shall reasonably request to enable BVHE to verify Hollywood's compliance with the terms of this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct Agreement. Any such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant audit or inspection shall be paid conducted only during regular business hours and in such a manner as not unreasonably to interfere with the normal business activities of Stores. BVHE shall have no right of access to books, records or database information relating to product not distributed by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8BVHE, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)or any specific individual customer information.

Audit Rights. Licensee (i) The Service Recipient shall permit have the right to audit, the Services Fees and Recalculated Fees from time to time (but not more than one time with respect to any fiscal quarter) to determine whether they accurately reflect USC’s Fully Burdened Costs actually incurred for providing the Services. Upon request, USC shall reasonably cooperate in any such audit. If, based on any such audit, the Service Recipient determines that there has been an independent public accountant designated overpayment of any Services Fees, or disagrees with any Services Fees, the Parties will resolve any dispute over amounts paid or payable in accordance with the procedures set forth in Section 3.2(c). Each audit initiated pursuant to this Section 3.2(d)(i) shall be completed at the sole expense of the Service Recipient, and in no event shall such expense exceed $200,000 per audit. (ii) In the event (A) the Lenders dispute the amount of the Service Fees and Recalculated Fees in an amount in excess of $600,000 and (B) the Lenders have provided to the Parties written notice identifying, describing and including reasonable supporting documentation of such disputed amounts, the Lenders shall have the right to audit the Services Fees and Recalculated Fees to determine whether they accurately reflect USC’s Fully Burdened Costs actually incurred for providing the Services; provided, however, that, without limiting any other remedies that the Lenders may have at law or equity, by Licensor and reasonably acceptable contract, or otherwise, the Lenders shall be entitled to Licensee, to have access, dispute such amounts no more frequently than once in each calendar year during any twelve (12) month period. Upon request, USC shall reasonably cooperate in any such audit. If, based on any such audit, the Term Lenders determine that there has been an overpayment or underpayment of Services Fees, the Lenders shall notify both Parties of such underpayment or overpayment (and no more than twice during concurrently provide reasonable supporting documentation, along with the three reasoning, for such determination). Within thirty (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (6030) days written of receipt of such notice, to Licensee’s records the Parties shall notify each other and books the Lenders whether they agree with the Lenders’ determination. If both Parties agree, then any Party owing amounts to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined Party as a result of the auditaudit shall pay such sums to the other Party within five (5) Business Days thereafter. If such examination results in a either Party disputes the determination that Net Sales or payments have been misstatedof the Lenders’ audit, over or under paid any undisputed amounts due shall be paid promptly to within five (5) Business Days thereafter, and the appropriate Party. If Net Sales are understated by greater than ten percent (10%), Parties will resolve the fees and expenses of such accountant shall be paid by Licensee; otherwise dispute over the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to remaining amounts in accordance with the procedures set forth in Section 6 (Confidentiality3.2(c). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner Each audit initiated pursuant to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant 3.2(d)(ii) shall be paid by completed at the sublicensee. Licensee sole expense of the Service Recipient, and in no event shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)expense exceed $200,000 per audit.

Audit Rights. Licensee (a) From the Effective Date until the expiration of the Recordkeeping Period, upon prior written notice to Dermavant, the Purchasers shall permit have the right to audit, through an independent certified public accountant designated of national recognition selected by Licensor the Required Purchasers and reasonably acceptable to LicenseeDermavant, those accounts and records of Dermavant and its Affiliates involved in the Commercialization of the Product in the United States as may be reasonably necessary to have accessverify compliance by Dermavant and such Affiliates with this Agreement (including to verify the accuracy of the Revenue Interests paid to the Purchasers hereunder and the accuracy of any Quarterly Report and the calculation of the related Quarterly Revenue Amount); provided, however, that such audit right shall cease with respect to any accounts and records on the third (3rd) anniversary of the date of such accounts or records. Such audits must occur during normal business hours and upon providing at least twenty (20) Business Days prior written notice, and may occur no more than once in each calendar year during per Fiscal Year; provided, however, that if the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licenseeindependent certified public accountant’s records and books to the extent necessary to determine the accuracy report shows an underreporting of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than at least ten percent (10%), then the fees and expenses of such accountant Purchasers shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve have the right to conduct audits audit the accounts and records of Dermavant and its sublicensees Affiliates twice per Fiscal Year in a comparable manner to accordance with the terms of this Section 3.2.8 and if requested by Licensor 5.5. The Purchasers shall appoint an independent public accountant to conduct be solely responsible for the cost of any such audit, at Licensor’s expense, unless the independent certified public accountant’s report shows, in respect of any Fiscal Year then being reviewed, an underreporting of Net Sale of sublicensee are understated Sales for such Fiscal Year by greater more than 10 ten percent (10%), in which case Licensee Dermavant shall ensure be responsible for the expenses incurred by the Purchasers for the independent certified public accountant’s services. If any such audit results in a determination that any portion of the fees and expenses Revenue Interests was not properly paid to the Purchasers, unless Dermavant disputes the results of such accountant audit in accordance with Section 5.5(c), then such portion of the Revenue Interests shall be paid paid, within thirty (30) days after the receipt of such audit results, by Dermavant to the sublicenseePurchasers (in accordance with their Percentage Interests) in accordance with Section 5.2. (b) If Dermavant completes an audit of a Licensee’s books and records prior to the end of the Recordkeeping Period, Dermavant shall, subject to reasonable confidentiality obligations and any applicable limitations under Applicable Law, share with the Purchasers the written results of any such audit. In addition, prior to the expiration of the Recordkeeping Period, if, with respect to any Licensee, Dermavant does not during any consecutive twelve (12) month period undertake an audit reasonably sufficient to verify such Licensee’s compliance with the terms of this Agreement applicable to a Licensee (including as a Responsible Party), then, upon the reasonable request of the Required Purchasers, Dermavant shall provide Licensor undertake such an audit of such Licensee’s books and records, in accordance with a copy the provisions of all the applicable License Agreement and subject to any limitations under Applicable Law, and the Purchasers shall (severally in proportion to their Percentage Interests, but not jointly) reimburse Dermavant for the reasonable out-of-pocket costs of such audit reports unless the results of sublicensees under the audit shows, in respect of any Fiscal Year then being reviewed, an underreporting of Net Sales for such Fiscal Year by more than ten percent (10%), in which case Dermavant shall be responsible for such costs. (c) If Dermavant disputes the results of any audit conducted pursuant to this Section 3.2.85.5, the Parties shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such reports dispute within thirty (30) days, the dispute shall be deemed Confidential Information submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “Auditor”). The decision of Licensee and the Auditor shall be subject final and the costs of such procedure as well as the initial audit shall be borne among the Parties in such manner as the Auditor shall determine. If the Auditor determines that there has been an underpayment by Dermavant, then Dermavant shall pay to the Purchasers (in accordance with their Percentage Interests) in accordance with Section 6(Confidentiality)5.2 the underpayment within thirty (30) days after the Auditor’s decision, plus interest (as set forth in Section 5.3) from the original due date. If the Auditor determines that there has been an overpayment by Dermavant, then Dermavant shall take a credit for such overpayment against any future payments due to the Purchasers hereunder.

Audit Rights. Licensee shall permit an independent public accountant designated by Licensor (i) GSK agrees to keep full, clear and reasonably acceptable accurate records for a Project regarding the FTEs provided pursuant to Licensee, to have access, no more than once in each calendar year this Section 2.4.1 during the Term and no more immediately preceding [***]. Anacor shall have a right, upon not less than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days calendar days' prior written noticenotice to GSK to have an independent accounting firm (selected by Anacor and mutually acceptable to GSK) review such books and records relating to such FTEs with respect to such [***] time period for the sole purpose of verifying compliance with this Section 2.4.1. Such audit shall not be performed more frequently than once per calendar year and shall be conducted under appropriate confidentiality provisions. Such examination is to be made at the expense of Anacor, to Licensee’s records and books except in the event that the results of the audit reveal a shortfall in the number of FTEs provided by GSK (i.e., relative to the extent necessary to determine number of FTEs required by this Section 2.4.1) of five percent (5%) or more over the accuracy of Net Sales reportedperiod being audited, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding in which case reasonable audit fees for such an audit. The independent public accountant examination shall be under a confidentiality obligation to Licensee to disclose to Licensor only paid by GSK. (ii) Anacor shall keep full, clear and accurate records regarding (a) amounts spent on the accuracy of Net Sales reported and the basis for royalty and other payments made Research Collaboration pursuant to Licensor under this Agreement Section 2.4.1(d), and (b) FTEs provided pursuant to Section 2.4.1 during the differenceimmediately preceding [***]. GSK shall have a right, if any, upon not less than sixty (60) calendar days' prior written notice to Anacor to have an independent accounting firm (selected by the GSK and mutually acceptable to the Anacor) review such reported books and paid amounts vary from amounts determined as a result records relating to the Funding Commitment and/or the FTEs for the sole purpose of verifying Anacor's compliance with the Funding Commitment and FTE commitment pursuant to Section 2.4.1. Such audit shall not be performed more frequently than once per calendar year and shall be conducted under appropriate confidentiality provisions. Such examination is to be made at the expense of the audit. If GSK, except in the event that the results of the audit reveal a shortfall in the Funding Commitment (i.e., relative to the Funding Commitment for a particular Project as set forth in the Research Plan) or the results of the audit reveal a shortfall in the number of FTEs provided by Anacor (i.e., relative to the number of FTEs required by this Section 2.4.1) of, in either case, [***] or more over the period being audited, in which case reasonable audit fees for such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise Anacor." [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. 7. Anacor's address and facsimile number in Section 14.8 of the fees Agreement is hereby amended to read as follows: "Anacor Phamaceuticals, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Chief Executive Officer Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇" 8. In connection with Anacor's Series E Financing (the "Series E Financing"), Anacor and expenses GSK have entered into to that certain Series E Preferred Stock Purchase Agreement and related documents of such accountant even date herewith, pursuant to which GSK purchased Thirty Million U.S. Dollars (U.S. $30,000,000) in preferred stock of Anacor. The Parties acknowledge and agree that GSK's participation in the Series E Financing satisfies any obligation of GSK to purchase Anacor equity as provided in Section 6.2 of the Agreement. 9. The term "GSK Collaboration Compounds" in Section 3.1.2 and Section 4.3.2 is hereby deleted and replaced with the term "GSK Development Compounds". 10. This Amendment amends the terms of the Agreement as expressly provided above, and the Agreement, as so amended and including all of its other terms and provisions that are not amended, remains in full force and effect. This Amendment and any dispute arising from the performance or breach hereof shall be paid governed by Licensorand construed and enforced in accordance with the laws of the State of New York without reference to conflicts of laws principles. All matters reviewed by such independent public accountant This Amendment may be executed in counterparts, all of which taken together shall be deemed Confidential Information of Licensee regarded as one and shall be subject to Section 6 (Confidentiality)the same instrument. Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee[***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

Audit Rights. Licensee (a) Until the termination of this Agreement in accordance with its terms and for a period of six (6) months thereafter, upon reasonable advance written notice from the Acting Holders, Parent shall permit an independent certified public accountant designated accounting firm of nationally recognized standing selected by Licensor such Acting Holders and reasonably acceptable to Licensee, Parent (the “Independent Accountant”) to have access, no more than once in each calendar year access at reasonable times during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular normal business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent books and records of any Selling Party, as may be reasonably necessary to determine evaluate and verify Parent’s calculation of the accuracy Milestone Payments hereunder, including with respect to the amount of Net Sales reportedSales, Sublicensing Revenue and payments made, by Licensee to Licensor within the three Transaction Proceeds; provided that (3x) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only Acting Holders (a) the accuracy of Net Sales reported and the basis for royalty and other payments made Independent Accountant) enter into customary confidentiality agreement reasonably satisfactory to Licensor under this Agreement and (b) Parent with respect to the difference, if any, such reported and paid amounts vary from amounts determined as a result confidential information of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall Selling Parties to be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner furnished pursuant to this Section 3.2.8 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of the Selling Parties; provided, further, that, for the avoidance of doubt, if requested an Affiliate of Parent does not meet the definition of a “Selling Party” by Licensor shall appoint an independent public accountant to conduct virtue of the Affiliate not participating in the invoicing and sales of the Product, then such audit, at Licensor’s expense, unless the Net Sale Affiliate will not be deemed a “Selling Party” for purposes of sublicensee are understated this Section 4.5(a). The fees charged by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant accounting firm shall be paid borne by the sublicenseeActing Holders. Licensee The Independent Accountant shall provide Licensor Parent with a copy of all audit reports disclosures made to the Acting Holders. The decision of sublicensees under this Section 3.2.8, such reports Independent Accountant shall be deemed Confidential Information of Licensee final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such Independent Accountant with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 6(Confidentiality4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. Notwithstanding the foregoing, no audit pursuant to this Section 4.5(a) shall be permitted for any Calendar Year ending on a date more than three years prior to the date of written notice from the Acting Holders of commencement of an audit pursuant to this Section 4.5(a). (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Payment should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Payment (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Payment should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(b).

Audit Rights. (i) Licensor or its representative shall have the right to annually audit Licensee’s, its Affiliates’, its Sublicensees’ and its Distributors’ records as set forth in this Section 5.7. Licensee shall permit an independent public accountant designated by Licensor and reasonably acceptable or its representative to have access during normal business hours to such records of Licensee, to have access, no more than once in each calendar year during the Term its Affiliates and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent its Sublicensees as may be reasonably necessary to determine verify the accuracy of Net Sales reportedthe royalty reports hereunder for any Marketing Year ending not more than five (5) years prior to the date of such request. Annual audits can take place no more often than once per each calendar year. Notice of Licensor’s intent to conduct an audit must be provided within thirty (30) days of Licensor’s receipt of the periodic royalty report reflecting full yearly sales of Product. Except as otherwise provided in Section 5.7(a), Licensor shall be responsible for its own costs and expenses relating to any audit conducted under this Section 5.7(b)(i). Licensee shall cause its Affiliates and Sublicensees to agree to make their records available for audit by Licensor or its representative as set forth in this Section 5.7. (ii) If any audit conducted by Licensor or its representative shows an underpayment of royalties to Licensor, Licensee shall remit to Licensor the amount of such underpayment within thirty (30) days after its receipt of Licensor’s request therefor. If an underpayment in royalties exceeds five percent (5%) of the total amount owed for the period then being audited, Licensee shall be responsible, and payments madepromptly shall reimburse Licensor, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of Licensor’s reasonable out-of-pocket costs for conducting the audit. If any audit conducted by Licensor or its representative shows an overpayment of royalties to Licensor, such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due overpayment shall be paid promptly refunded to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)promptly.

Audit Rights. Licensee Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to verify the accuracy of the payment obligations hereunder. For clarity, (a) with respect to Oncobiologics as the auditing Party, MTTR shall maintain records of the number of hours worked by each Consultant during the Term in order for Oncobiologics to verify payment amounts due under Sections 9.1 and 9.2, and (b) with respect to MTTR as the auditing Party, Oncobiologics shall maintain records of Actual Deductible Costs, Adjusted Deductible Costs, Net Revenues and Net Profits in order for MTTR to verify the accuracy of the Net Profit Report furnished by Oncobiologics pursuant to Section 9.2(b) and the amount of Profit Share and other payments due under this Agreement. All payments and other amounts under this Agreement shall be accounted for in accordance with GAAP. Upon reasonable prior notice, such records shall be available for examination during regular business hours for a period of [***] to which they pertain, and not more often than once each Calendar Year, by an independent certified public accountant designated selected by Licensor the auditing Party and reasonably acceptable to Licenseethe other Party. Any such auditor shall not disclose Confidential Information of the Party being audited, to have access, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books except to the extent such disclosure is necessary to determine verify the accuracy of Net Sales reported, and payments made, by Licensee the payment obligations hereunder. Any amounts shown to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due owed but unpaid shall be paid promptly to within [***] from the appropriate Partyaccountant’s report, plus interest (as set forth in Section 9.6) from the original due date. If Net Sales are understated Oncobiologics shall bear the full cost of any audit conducted by greater or on behalf of Oncobiologics unless such audit discloses an overpayment by Oncobiologics of more than ten [***] percent (10[***]%), ) of the fees and expenses of such accountant shall be paid by Licensee; otherwise amount due for the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%)audited period, in which case Licensee MTTR shall ensure that bear the fees and expenses full cost of such accountant audit. MTTR shall be paid bear the full cost of any audit conducted by or on behalf of MTTR unless such audit discloses an underpayment by Oncobiologics of more than [***] percent ([***]%) of the sublicensee. Licensee amount due for the audited period, in which case Oncobiologics shall provide Licensor with a copy bear the full cost of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)audit.

Audit Rights. Licensee (a) At the Direction of Noteholders of at least 35% of the Outstanding Principal Balance of the Senior Class of Notes, the Senior Trustee shall instruct the Servicer on behalf of the Issuer to exercise the Issuer’s rights pursuant to Section 9.8 of the Counterparty License Agreement to have the financial books and records of Counterparty audited by an independent certified public accountant permitted by the Counterparty License Agreement (which audit may only be made at the times and in the manner provided by and otherwise in conformity with the requirements of the audit rights of the Seller provided for by Section 9.8 of the Counterparty License Agreement), and the Issuer shall promptly provide to the Trustee for distribution to Noteholders and Beneficial Holders on the Approved Holder List within five Business Days after receipt thereof any written report that the Issuer receives with respect to such inspection or audit, which written report shall be treated confidentially pursuant to the terms of the Confidentiality Agreement; provided, however, that nothing in this Section 6.14(a) shall prohibit or restrict the Issuer’s ability to unilaterally exercise its rights pursuant to Section 4.7 of the Purchase and Sale Agreement in the absence of any such Direction of the Noteholders. (b) At the Direction of Noteholders of at least 35% of the Outstanding Principal Balance of the Senior Class of Notes, the Issuer shall, upon not less than ten Business Days’ prior written notice to the Issuer, permit an independent public accountant designated accounting firm of nationally recognized standing selected by Licensor such Noteholders to make such inspection and audit of the books and records of the Issuer as may reasonably acceptable be necessary to Licenseedetermine the correctness of any Distribution Report, including the calculations made by the Calculation Agent in respect of any Calculation Date, as set forth in Section 3.5, and the payments made pursuant to have accessSection 3.7 with respect thereto. Such inspection and audit (x) may not be conducted more than once during any calendar year, no (y) shall be conducted by such accounting firm during normal business hours at such place or places where such books and records are held and (z) may not be conducted more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination respect of any given Calculation Date. Subject to this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%Section 6.14(b), the Issuer shall make available to such accounting firm such books and records of the Issuer reasonably pertinent to such inspection and audit and shall reasonably cooperate with such accounting firm in connection therewith. Any and all fees and expenses of such accountant accounting firm incurred in connection with any such inspection and audit (the “Audit Expenses”) shall constitute Expenses; provided, that any and all such Audit Expenses exceeding $20,000 per annum shall be borne solely by the Noteholders in accordance with Section 3.7(d) if the report prepared by such accounting firm does not disclose that there was a shortfall of 5% or more in the amounts paid during such period(s) when compared to the amounts that should have been paid during such period(s) in accordance with this Indenture. Such accounting firm shall prepare a report disclosing its conclusions with respect to the accuracy or inaccuracy of the amounts inspected and audited and shall furnish such report to the Trustee for distribution to Noteholders and Beneficial Holders on the Approved Holder List. In the event of any inaccuracy reported by Licensee; otherwise such accounting firm, the fees and expenses of such accountant Issuer shall cause the amounts to be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to the Collection Account for distribution on the immediately succeeding Payment Date pursuant to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts 3.7(a) to reserve the right to conduct audits of its sublicensees be adjusted in a comparable manner to this accordance with Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality3.7(d).

Audit Rights. Licensee Licensor shall permit an independent public accountant designated by Licensor and reasonably acceptable to Licensee, to have accessbe entitled, no more than once in each calendar year during the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours annually and upon at least sixty no less than five (605) days written noticenotice to Licensee and during business hours at Licensee’s office or such other place as Licensee shall designate within the state of California, to inspect and examine those books and records of Licensee relating to the determination of Patent Royalties or Sublicense Fees set forth in any Royalty Report. The inspection of Licensee’s records shall be performed by a national public accounting firm (a “Qualified Firm”). The examination must be conducted within ten (10) days of such books and books records being made available to Licensor (“Examination Period”). The Qualified Firm shall prepare a report indicating the extent necessary results of the review (the “Audit Report”). If the Audit Report discloses that the amount of Royalties or Sublicense Fees reported to determine Licensor was incorrect, Licensee shall pay to Licensor the accuracy deficiency, unless Licensee disputes the Report within thirty (30) days after the receipt of Net Sales reportedthe Report by Licensee. If Licensee disputes the Report within this thirty (30) day period, Licensee and Licensor shall agree upon another of the national independent accounting firms to review and verify the Royalties and Sublicense Fees, and payments made, by provide the results thereof to Licensee to and Licensor within (the three (3“Reconciliation Audit”) year period immediately preceding such an audit. The independent public accountant and the determination as set forth in the Reconciliation Audit shall be under a confidentiality obligation to binding upon Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the auditLicensor. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees All costs and expenses of such accountant the auditor generating the Report shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are audit shows that Licensee understated Royalties or Sublicense Fees in the Royalty Report by greater more than 10 five percent (105%), in which case Licensee shall ensure that pay the fees cost and expenses of such accountant audit. Notwithstanding the foregoing, in the event the Reconciliation Audit is performed, Licensee and Licensor shall each pay on-half (1/2) of the cost of the Reconciliation Audit. The exercise by Licensor of its audit rights hereunder shall not relieve Licensee of its obligations to pay prior to the request for and inspection and examination of Licensee’s books and records or permit Licensor the right to audit any other sums with the exception of the amounts set forth in this Royalty Report. If Licensor does not elect to exercise its rights to audit during the Audit Period, and/or does not elect to examine the books and records during the Examination Period, then Licensee’s Royalty Report shall conclusively be deemed to be correct, and Licensor shall be paid bound by Licensee's determination. Additionally, ▇▇▇▇▇▇▇▇ agrees and acknowledges that the sublicensee. Licensee shall provide Licensor with a copy audit right as set forth herein and the review of all audit reports of sublicensees under this Section 3.2.8, such reports books and records shall be deemed Confidential Information confidential and, apart from Licensor’s auditors, Licensor may not disclose or discuss the audit or the results of Licensee and shall be subject the audit to Section 6(Confidentiality)any other parties.

Audit Rights. Licensee (i) Zymeworks shall permit have the right during the […***…] period described in Section 9.10(a) to (a) appoint at its expense an independent certified public accountant designated by Licensor and of nationally recognized standing (the “Accounting Firm”) reasonably acceptable to Licensee, BeiGene to have access, no more than once in audit the relevant records of BeiGene and its Affiliates to verify that the amount of 96 Competitive Information – Commercially Sensitive Terms. 97 Competitive Information – Commercially Sensitive Terms. 98 Competitive Information – Commercially Sensitive Terms. such payments were correctly determined and/or (b) require BeiGene to (i) appoint such an Accounting Firm to conduct such an audit of the applicable sublicensee and (ii) provide the results of such audit to Zymeworks. BeiGene and its Affiliates shall each calendar year during make its records available for audit by the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, Accounting Firm during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Zymeworks, solely to verify the payments hereunder were correctly determined. Such audit right shall not be exercised by Zymeworks more than […***…] nor more than once with respect to sales of a particular Licensed Product in a particular period and upon at least sixty (60) days written notice, to Licensee’s records and books may cover a period ending not more than […***…] prior to the extent necessary date of such request. All records made available for audit pursuant to determine the accuracy this Section 9.10(b) shall be deemed to be Confidential Information of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an auditBeiGene. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy results of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement and (b) the differenceeach audit, if any, such reported and paid amounts vary from amounts determined as a result shall be binding on both Parties. If the amount of any payment hereunder was underreported, BeiGene shall promptly (but in any event no later than […***…] after its receipt of the auditAccounting Firm’s report so concluding) make payment to Zymeworks of the underreported amount. If such examination results in a determination Zymeworks shall bear the full cost of an audit that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its sublicensees in a comparable manner it conducts pursuant to this Section 3.2.8 and if requested 9.10(b) unless such audit discloses an under reporting by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale BeiGene of sublicensee are understated by greater more than 10 […***…] percent (10[…***…]%)) of the aggregate amount of the payments hereunder reportable in any Calendar Year, in which case Licensee BeiGene shall ensure that reimburse Zymeworks for the reasonable audit fees for such audit, in addition to paying the underreported amount.99 (ii) The Accounting Firm will disclose to Zymeworks only whether the payments subject to such audit are correct or incorrect and expenses the specific details concerning any discrepancies. No other information regarding the results of such accountant shall audit will be paid by provided to Zymeworks without the sublicenseeprior consent of BeiGene. Licensee BeiGene is entitled to require the Accounting Firm to execute a reasonable confidentiality agreement prior to commencing any such audit. The Accounting Firm shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee its report and shall be subject findings to Section 6(Confidentiality)BeiGene.

Audit Rights. Licensee 5.8.1 WYETH shall permit an independent public accountant designated by Licensor and reasonably acceptable to Licenseehave the right, at its own expense, to have accessaccess the books and records of ACCESS and its Affiliates as may be reasonably necessary to verify the accuracy of the labor costs and Material costs referred to in Section 5.2. Such access shall be conducted after thirty (30) days' prior written notice to ACCESS and during ordinary business hours, no will be conducted in a manner that is not disruptive to ACCESS's operations, and shall not be more frequent than once per Contract Year or in respect of any Contract Year ending not more than once in each calendar year during twenty-four (24) months prior to the Term date of such notice. Subject to Section 5.8.3, if such independent certified public accountant's report shows any overpayment by WYETH, ACCESS shall remit to WYETH within thirty (30) days after ACCESS's receipt of such report, (a) the amount of such overpayment, and no more than twice during (b) if such overpayment exceeds five percent (5%) of the three total amount owed for the period then being audited, the reasonable fees and expenses of any independent accountant performing the audit on behalf of WYETH. Subject to Section 5.8.3, if such independent certified public accountant's report shows any underpayment by WYETH, WYETH shall pay to ACCESS within thirty (330) calendar years following days after WYETH's receipt of such report, the expiration amount of such underpayment. Any audit or termination inspection conducted under this Agreement by WYETH or its agents or contractors will be subject to the confidentiality provisions of this Agreement, and WYETH will be responsible for compliance with such confidentiality provisions by such agents or contractors. 5.8.2 WYETH shall maintain books of account with respect to its sales of the Product in each country in the Territory. ACCESS shall have the right, not more than once during each calendar year, to have an independent accountant selected and retained by ACCESS to inspect and examine such books of WYETH during regular business hours for the purpose of verifying the statements of the aggregate Net Sales resulting from sales of Product and upon at least sixty determining the correctness of the Royalties paid. Subject to Section 5.8.3, if such independent certified public accountant's report shows any underpayment by WYETH, WYETH shall pay to ACCESS within thirty (6030) days written noticeafter WYETH's receipt of such report, to Licensee’s records and books to the extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy amount of Net Sales reported and the basis for royalty and other payments made to Licensor under this Agreement such underpayment, and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result underpayment exceeds five percent (5%) of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to total amount owed for the appropriate Party. If Net Sales are understated by greater than ten percent (10%)period then being audited, the reasonable fees and expenses of any independent accountant performing the audit on behalf of ACCESS. Subject to Section 5.8.3, if such accountant independent certified public accountant's report shows any overpayment by WYETH, ACCESS shall be paid by Licensee; otherwise the fees and expenses remit to WYETH within thirty (30) days after ACCESS's receipt of such accountant shall be paid report, the amount of such overpayment. Any audit or inspection conducted under this Agreement by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall ACCESS or its agents or contractors will be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits confidentiality provisions of its sublicensees in a comparable manner to this Section 3.2.8 Agreement, and if requested ACCESS will be responsible for compliance with such confidentiality provisions by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality)agents or contractors.