Common use of Audit Rights Clause in Contracts

Audit Rights. The computation of the annual Royalty Base will be reviewed within ninety (90) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensor.

Audit Rights. The computation Asthmatx shall permit an independent public accountant designated by Broncus and reasonably acceptable to Asthmatx, to have access, no more than once in each calendar year during the term of this Agreement and no more than twice during the annual Royalty Base will be reviewed within ninety three (903) calendar years following the expiration or termination of Asthmatx’s royalty obligations hereunder, during regular business hours and upon at least ten (10) days prior written notice, to Asthmatx’s records and books relating to royalties payable hereunder, for the purpose of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to determining the accuracy of the Royalty Base computation, including any Allocations contained thereinAsthmatx Net Sales reported, and royalty payments made, by Asthmatx to Broncus within the amount one (1) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Asthmatx to disclose to Broncus only (a) the accuracy of Asthmatx Net Sales reported and the basis for royalty payable payments made to LicensorBroncus under this Agreement, in all respects material to and (b) the difference, if any, by which such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable reported and as promptly as practicable, obtain such certificate paid amounts vary from an alternate accounting firm of national standing (it being understood that if amounts determined as a result of the rule changeaudit. If such examination results in a determination that Asthmatx Net Sales or royalty payments have been understated or overstated, no accounting firm unpaid ***** Certain portions of national standing is able this exhibit have been omitted and confidential treatment has been requested for these omitted portions pursuant to provide an application for confidential treatment sent to the Securities and Exchange Commission. amounts or refund of overstatement due shall be paid promptly. The fees and expenses of such certificateaccountant shall be paid by Broncus, then unless the accountant’s examination results in a determination that Asthmatx Net Sales have been understated, or that payments have been underpaid, by more than ten percent (10%) for so long as such rule change remains the period examined, in effect, Licensee which case Asthmatx shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor pay all reasonable costs and expenses incurred by Broncus in the form course of Schedule 8 hereto attesting to making such determination, including the accuracy of the Royalty Base computation fees and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation expenses of such certificates and their delivery to Licensoraccountant.

Audit Rights. The computation of Tenant shall have the annual Royalty Base will be reviewed within ninety (90) days of right, at Tenant’s cost, after reasonable notice to Landlord, to have Tenant’s authorized employees or agents inspect, at Landlord’s California office during normal business hours, Landlord’s books, records and supporting documents concerning the end of each fiscal year (commencing with fiscal year 2011) Operating Expenses, Tax Expenses and Utilities Costs set forth in any Statement delivered by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver Landlord to Tenant for a certificate particular Expense Year pursuant to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty BaseSection 4.3.2 above; provided, however, Tenant shall have no right to conduct such inspection or object to or otherwise dispute the amount of the Operating Expenses, Tax Expenses and Utilities Costs set forth in any such Statement, unless Tenant notifies Landlord of such inspection request, completes such inspection, and demands an audit as set forth below within nine (9) months immediately following Landlord’s delivery of the particular Statement in question (the “Review Period”); provided, further, that Licensee notwithstanding any such timely inspection, objection, dispute, and/or audit, and as a condition precedent to Tenant’s exercise of its right of inspection, objection, dispute, and/or audit as set forth in this Section 4.6, Tenant shall not be in breach permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this obligation if Article 4 in accordance with such Statement. However, such payment may be made under protest pending the outcome of any audit. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a change mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord’s operation and management of the Project. If after such inspection and/or request for documentation, Tenant disputes the amount of the Operating Expenses, Tax Expenses and Utilities Costs set forth in the rules governing such accounting firmStatement, Tenant shall have the right, but not the obligation, within the Review Period, to cause an independent certified public accountant which is not paid on a contingency basis and which is mutually approved by Landlord and Tenant (the “Accountant”) to complete an audit of Landlord’s profession results in books and records to determine the issuance proper amount of the certificate being prohibited Operating Expenses, Tax Expenses and Utilities Costs incurred and amounts payable by Tenant for reasons outside Licensee’s control, in the Expense Year which case Licensee shall, is the subject of such Statement. Such audit by the Accountant shall be final and binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result identity of the rule change, no accounting firm of national standing is able Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to provide such certificatebe performed, then for so long the Accountant shall be one of the “Big 4” accounting firms selected by Landlord, which is not paid on a contingency basis. If such audit reveals that Landlord has over-charged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord’s original Statement which was the subject of such audit was in error to Tenant’s disadvantage by five percent (5%) or more of the total Operating Expenses, Tax Expenses and Utilities Costs which was the subject of such audit. The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning the correctness of any Statement provided by Landlord at any time during the Review Period, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct and complete the audit as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting described above prior to the accuracy expiration of the Royalty Base computation Review Period shall be conclusively deemed Tenant’s approval of the Statement in question and the amount of the royalty payable Operating Expenses, Tax Expenses and Utilities Costs shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to Grupo Televisathis Section 4.6, in each case in all respects material Tenant agrees to such Royalty Basekeep, and to cause all of Tenant’s employees and consultants and the highest-ranking sales officer Accountant to keep, all of Licensee will deliver a certificate Landlord’s books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential (except to Licensor the extent disclosure is required in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length accordance with applicable law), and in good faith in all respects material connection therewith, Tenant shall cause such employees, consultants and the Accountant to the Royalty Base. Licensee shall pay for the preparation of execute such certificates and their delivery reasonable confidentiality agreements as Landlord may require prior to Licensorconducting any such inspections and/or audits.

Audit Rights. The computation Seller agrees to make available to Buyer prior to and for a period of twelve (12) months following the Closing any and all existing information and documents in the possession of Seller that Buyer may reasonably require to comply with Buyer’s tax and financial reporting requirements and audits. Without limiting the generality of the annual Royalty Base foregoing, Seller will be reviewed within ninety use its commercially reasonable efforts after execution of this Agreement and for twelve (9012) days of months following Closing to cooperate with the end of each fiscal year independent auditors chosen and paid for by Buyer (commencing with fiscal year 2011“Buyer’s Auditor”) by Licensee’s independent certified public accounting firm in connection with the their audit of Licenseeany annual revenue and expense statements of the Assets that Buyer or any of its affiliates requires to comply with their tax and financial reporting requirements, and their review of any interim quarterly revenue and expense statements of the Assets that Buyer requires to comply with such reporting requirements. Seller’s consolidated financial statements. By cooperation will include (i) such reasonable access to Seller’s employees who were responsible for preparing the one hundred revenue and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor expense statements and work papers and other supporting documents used in the form preparation of Schedule 7 hereto (with such changes financial statements as may be required by Buyer’s Auditor to perform an audit in accordance with generally accepted auditing standards, and (ii) delivery of one or more customary representation letters (in substantially the form previously approved by Seller and Buyer) from Seller to Buyer’s Auditor that are requested by Buyer to allow such auditors to complete an audit (or review of any interim quarterly financials), and to issue an opinion that in Buyer’s experience is acceptable with respect to an audit or review of those revenue and expense statements required pursuant to this Section. Buyer will reimburse Seller, within three (3) business days after demand therefor, for any reasonable out-of-pocket and overhead costs with respect to any costs incurred by Seller in complying with the provisions of this Section. In the event that Buyer’s Auditors determine that any of the Assets are not auditable due to a change in accounting firm insufficient financial records, or due to a change in rules governing for any reason determined by Buyer’s Auditors, then Buyer may exclude the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, unauditable Assets from this sale and the amount Purchase Price will be reduced by the Allocated Value of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensorsaid Assets.

Audit Rights. The computation Upon the written request of the annual Royalty Base DICERNA, and not more than once in each Calendar Year, KHK will be reviewed within ninety (90) days of the end of each fiscal year (commencing with fiscal year 2011) by Licenseepermit DICERNA’s independent certified public accountant to have access during normal business hours to such of the records of KHK as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for the current year and the preceding [***] prior to the date of such request. The independent certified public accountant shall keep confidential any information obtained during such inspection and shall report to DICERNA only the amounts of Net Sales and royalties due and payable. Upon the expiration of [***] following the end of any Calendar Year, the calculation of royalties payable with respect to such year will be binding and conclusive upon DICERNA, and KHK and its Affiliates and Sublicensees will be released from any liability or accountability with respect to royalties for such Calendar Year. If such accounting firm in connection with concludes that additional royalties were owed, or that KHK overpaid royalties, during such period, KHK will pay the audit additional royalties, or DICERNA shall return any overpaid royalties, within [***] of Licenseethe date DICERNA delivers to KHK such accounting firm’s consolidated financial statementswritten report. By the one hundred and eightieth (180th) day of each fiscal year, The fees charged by such accounting firm will deliver a certificate to Licensor in be paid by DICERNA unless the form additional royalties owed by KHK exceed [***] percent ([***]%) of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting royalties paid for the royalty period subject to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s controlaudit, in which case Licensee shall, to KHK will pay the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result reasonable fees of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate)firm. Within the same time period, the chief financial officer of Licensee KHK will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, include in each case in all respects material to such Royalty Base, sublicense ***Text Omitted and Filed Separately with the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length Securities and in good faith in all respects material to the Royalty BaseExchange Commission. Licensee shall pay for the preparation of such certificates and their delivery to Licensor.Confidential Treatment Requested Under

Audit Rights. The computation During the Royalty Period and for a period of the annual Royalty Base will be reviewed within ninety one (901) days year thereafter, Adeza (and any Successor) shall maintain complete and accurate records in accordance with generally accepted methods of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s accounting for all transactions which would require a royalty payment to Matria pursuant to Section 3.2. An independent certified public accounting firm retained by Matria and reasonably acceptable to Adeza shall have access to such records (including agreements setting forth any third party royalty payment obligations that necessitate proration in connection accordance with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180thSection 3.2 above) day of each fiscal no more than once per year, upon reasonable notice and during Adeza's, or such accounting firm will deliver a certificate to Licensor in Successor's (as the form case may be), normal business hours, for the purposes of Schedule 7 hereto (with auditing such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then records for so long as such rule change remains in effect, Licensee shall have no further obligations regarding records are required to be maintained hereunder. As a condition to such certificate). Within the same time periodaudit, the chief financial officer independent accountant selected by Matria shall execute a written agreement, reasonable satisfactory to Adeza, to maintain in confidence all information obtained during the course of Licensee will deliver a certificate any such audit except for disclosure to Licensor in Matria regarding the form existence or non-existence and amount, if applicable, of Schedule 8 hereto attesting any discrepancy between Adeza's or its Successor's records and 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. CONFIDENTIAL TREATMENT REQUESTED their payment of royalties to the accuracy of the Royalty Base computation Matria under this Agreement and Release. Adeza (or such Successor) shall pay to Matria the amount of any underpayment so discovered and Matria shall refund the royalty payable to Grupo Televisaamount of any overpayment so discovered. Matria shall pay the expenses of the audit, unless the audit reveals an underpayment of royalties in excess of ten percent (10%) during the audited period, in each which case in all respects material to Adeza (or such Royalty BaseSuccessor) shall pay Matria the reasonable fees and expenses of such audit, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation amount of such certificates and their delivery to Licensorany underpayment so revealed.

Audit Rights. The computation of the annual Royalty Base will be reviewed within ninety (90a) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm IPC and its Affiliates shall maintain complete and accurate records in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate reasonably sufficient detail to Licensor in the form of Schedule 7 hereto (with such changes as may be required due permit Tris to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to confirm the accuracy of the Royalty Base computationcalculation of Transfer Price. Upon no less than fifteen (15) days prior notice, including 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 selected by Tris and reasonably acceptable to IPC, for the sole purpose of verifying the accuracy of the IPC Invoices pursuant to this Agreement and subject to the provision of and agreed Statement of Work for the auditor (inclusive of any Allocations contained thereinauditor’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, and 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 royalty payable accountant’s report. Tris shall bear the full cost of such audit unless such audit discloses an underpayment to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach or overpayment by Tris of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s controlmore than $[*****], in which case Licensee shall, to IPC shall bear the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation full cost of such certificates and their delivery to Licensoraudit.

Audit Rights. The computation If a Milestone has not been attained by the expiry of such Milestone, Parent shall deliver to the annual Royalty Base will be reviewed Rights Agent, on a date that is within ninety sixty (9060) days following the last day of such Fiscal Quarter in which such Milestone expires, a written notice (the end “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 each fiscal year such CVR. Until December 31, 2027, (commencing i) once after such time as Milestone 2024 expires and Parent has delivered an Expiry Notice with fiscal year 2011respect thereto and (ii) by Licensee’s once after such time as Milestone 2025 expires and Parent has delivered an Expiry Notice with respect thereto, upon reasonable advance written notice from the Acting Holders, Parent shall permit one (1) independent certified public accounting firm in connection with of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the audit “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records of Licensee’s consolidated financial statements. By the one hundred Parent and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes its Affiliates as may be required due reasonably necessary to a change in accounting firm or due evaluate and verify Parent’s calculation of Net Sales hereunder, including the Net Sales Statements; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting Parent with respect to the accuracy confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.6 and (y) such access does not unreasonably interfere with the conduct of the Royalty Base computation, including business of Parent or any Allocations contained therein, and of its Affiliates. The Independent Accountant shall provide Parent with a copy of all disclosures made to the amount Acting Holders. 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 royalty payable to Licensorother party in such Change of Control, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, and to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm are reasonably necessary to ensure compliance with this Section 4.6. The audit rights set forth in this Section 4.6 may not be exercised by the Acting Holders more than twice during the pendency of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisathis Agreement, in each case in all respects material to such Royalty Base, and accordance with the highest-ranking sales officer first sentence of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensorthis Section 4.6.

Audit Rights. The computation InterCell shall maintain appropriate books and records in such a manner as to clearly and accurately show Net Sales and Sublicense Revenue as defined herein. InterCell shall permit an independent public accountant designated by VaccGen and reasonably acceptable to InterCell, to have access, no more than [***] in each calendar year during the term of this Agreement and for the annual Royalty Base will be reviewed within ninety (90) days [***] following the expiration or termination of InterCell’s royalty obligations hereunder, during regular business hours and upon at least [***] prior written notice, to InterCell’s records and books relating to amounts payable hereunder, for the end purpose of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to determining the accuracy of the Royalty Base computation, including any Allocations contained thereinNet Sales and Sublicense Revenue reported, and Royalty payments made, by InterCell to VaccGen within the amount [***] immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to InterCell to disclose to VaccGen only (a) the accuracy of Net Sales and Sublicense Revenue reported and the royalty payable basis for Royalty payments made to LicensorVaccGen under this Agreement, in all respects material to and (b) the difference, if any, such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable reported and as promptly as practicable, obtain such certificate paid amounts vary from an alternate accounting firm of national standing (it being understood that if amounts determined as a result of the rule changeaudit. InterCell shall cooperate reasonably with the parties making such examination or audit on behalf of VaccGen. InterCell shall promptly pay to VaccGen or VaccGen shall promptly refund to InterCell, no accounting firm as the case may be, any underpayment or overpayment revealed by the examination or audit. If an examination or audit is performed due to InterCell’s failure to submit any reports pursuant to Section 3.6 when such reports are due under this Agreement or its failure to reasonably maintain books and records as provided herein, or in the event such examination or audit shows an underpayment to VaccGen of national standing is able to provide such certificatemore than [***] or [***] for any calendar quarter, [***], then for so long as such rule change remains in effect, Licensee InterCell shall have no further obligations regarding such certificate). Within within [***] following written notice pay to VaccGen the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation reasonable and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation customary cost of such certificates and their delivery an examination or audit as well as all amounts shown to Licensorbe due under this Agreement.

Audit Rights. The computation of Tenant shall have the annual Royalty Base will be reviewed within ninety (90right, at Tenant's cost, after reasonable notice to Landlord, to have Tenant's authorized employees or agents inspect, at Landlord's California office during normal business hours, Landlord's books, records and supporting documents concerning the Operating Expenses set forth in any statement delivered by Landlord to Tenant for a particular calendar year pursuant to Section 8.2(a) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Baseabove; provided, however, Tenant shall have no right to conduct such inspection or object to or otherwise dispute the amount of the Operating Expenses set forth in any such statement, unless Tenant notifies Landlord of such inspection request, completes such inspection, and demands an audit as set forth below within nine (9) months immediately following Landlord's delivery of the particular statement in question (the "Review Period"); provided, further, that Licensee notwithstanding any such timely inspection, objection, dispute, and/or audit, and as a condition precedent to Tenant's exercise of its right of inspection, objection, dispute, and/or audit as set forth in this Section 8.7, Tenant shall not be in breach permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this obligation if Article 8 in accordance with such statement. However, such payment may be made under protest pending the outcome of any audit. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a change mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentation, Tenant disputes the amount of the Operating Expenses set forth in the rules governing such accounting firm’s profession results in statement, Tenant shall have the issuance right, but not the obligation, within the Review Period, to cause an independent certified public accountant which is not paid on a contingency basis and which is mutually approved by Landlord and Tenant (the "Accountant") to complete an audit of Landlord's books and records to determine the proper amount of the certificate being prohibited Operating Expenses incurred and amounts payable by Tenant for reasons outside Licensee’s control, in the calendar year which case Licensee shall, is the subject of such statement. Such audit by the Accountant shall be final and binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result identity of the rule change, no accounting firm of national standing is able Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to provide such certificatebe performed, then for so long the Accountant shall be one of the "Big 4" accounting firms selected by Landlord, which is not paid on a contingency basis. If such audit reveals that Landlord has over-charged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord's original statement which was the subject of such audit was in error to Tenant's disadvantage by five percent (5%) or more of the total Operating Expenses which was the subject of such audit. The payment by Tenant of any amounts pursuant to this Article 8 shall not preclude Tenant from questioning the correctness of any statement provided by Landlord at any time during the Review Period, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct and complete the audit as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting described above prior to the accuracy expiration of the Royalty Base computation Review Period shall be conclusively deemed Tenant's approval of the statement in question and the amount of the royalty payable Operating Expenses shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to Grupo Televisathis Section 8.7, in each case in all respects material Tenant agrees to such Royalty Basekeep, and to cause all of Tenant's employees and consultants and the highest-ranking sales officer Accountant to keep, all of Licensee will deliver a certificate Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential (except to Licensor the extent disclosure is required in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length accordance with applicable law), and in good faith in all respects material connection therewith, Tenant shall cause such employees, consultants and the Accountant to the Royalty Base. Licensee shall pay for the preparation of execute such certificates and their delivery reasonable confidentiality agreements as Landlord may require prior to Licensorconducting any such inspections and/or audits.

Audit Rights. The computation Upon the written request of the annual Royalty Base will be reviewed within ninety (90) days of the end of BTC and not more than once in each fiscal year (commencing with fiscal year 2011) by Licensee’s calendar year, Auxilium shall permit an independent certified public accounting firm in connection with the audit (other than ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. on a contingency fee basis) selected by BTC and acceptable to Auxilium (which acceptance by Auxilium shall not be unreasonably withheld) to have access during normal business hours to such records of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes Auxilium as may be reasonably necessary to verify Auxilium’s compliance with the payment terms of this Articles 6 or 7 or any other payment required due to a change in by Auxilium under this Agreement. The accounting firm shall enter into an acceptable and customary confidentiality agreement with Auxilium obligating the accounting firm to retain in confidence all information of Auxilium which it obtains in performing such audits hereunder, and such audit shall be subject to Auxilium’s Third Party confidentiality obligations. Any audit under this Section 7.7 shall be at the expense of BTC, unless a particular audit reveals an underpayment of five percent (5%) or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy more of the Royalty Base computation, including any Allocations contained therein, and amount that should have been paid to BTC for the amount of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s controlperiod audited, in which case Licensee shallcase, Auxilium shall bear the expense of such audit. The Parties agree that Auxilium will be the single point of contact with respect to the audit rights provided in this Section 7.7 and that BTC shall have the right to cause Auxilium to conduct an audit on its behalf to the extent practicable and as promptly as practicable, obtain that Auxilium has not already conducted such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able audit subject to provide Auxilium’s right to conduct such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensoraudit once per calendar year.

Audit Rights. The computation Irvine shall have the right from time to time, but no more frequently than once every twelve (12) months, upon not less than three (3) business days prior notice, during normal business hours, to undertake such inspections and/or audits of FirstWorld's books and records as Irvine may deem necessary or appropriate to audit FirstWorld's Gross Revenue, Adjusted Gross Revenue, Adjusted Gross Combined Revenue, Basic Percentage Rent and/or Bonus Percentage Rent, and any all revenues and expenses of FirstWorld related thereto, including records of FirstWorld's affiliated, subsidiary or parent entities to the annual Royalty Base will extent necessary to understand any inter-company accounts shown on the books and records of FirstWorld which would be reviewed within ninety (90) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm relevant to such audit. If it is ultimately determined in connection with any such audit that FirstWorld has underpaid its Rent by more than *** ( *** ) percent, then FirstWorld shall reimburse Irvine upon demand for Irvine's costs incurred in conducting such audit. Irvine shall have the audit of Licensee’s consolidated financial statements. By the one hundred right to copy such books and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor records in the form of Schedule 7 hereto (connection with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computationaudit, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee Irvine hereby agrees that all information obtained by Irvine in conducting any such audit shall constitute Pre-Authorized Confidential Information, provided that the same may be disclosed to the extent necessary: to enable Irvine to enforce its rights hereunder; or to enable the review of such books and records by auditors and accountants retained by Irvine in connection with such audit who will also treat such information as Confidential Information. FirstWorld agrees to maintain good and accurate books and records, and to maintain its accounting in accordance with generally accepted accounting principles consistently applied. Any audit to be undertaken by Irvine with regard to any Fiscal Year, or any calendar quarter within such Fiscal Year, pursuant to this Section 4.4, shall be undertaken not later than *** ( *** ) months following FirstWorld's delivery to Irvine of FirstWorld's calculation of its Adjusted Gross Revenue and Adjusted Gross Combined Revenue for such fiscal year pursuant to Section 4.3.2, above, and if Irvine does not commence any such audit within such *** ( *** ) month period, Irvine shall conclusively be in breach deemed to have waived its right to an audit with respect to such Fiscal Year, and any calendar quarter within any such Fiscal Year, and shall thereafter be precluded from bringing any legal action or arbitration to compel an audit for such Fiscal Year, or any calendar quarter during such Fiscal Year, or to recover any amounts unpaid for such Fiscal Year or any calendar quarter during such Fiscal Year. If any such audit discloses that FirstWorld has underpaid its Rent, and FirstWorld disputes the results of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s controlaudit, in which case Licensee shallthen, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and Parties cannot resolve such dispute between themselves within a reasonable period of time, either Party may require such dispute to be resolved by arbitration in good faith in all respects material to accordance with the Royalty Baseprovisions of Article 20. Licensee shall pay for the preparation of such certificates and their delivery to Licensor.------------------------- *** CONFIDENTIAL TREATMENT REQUESTED ADDITIONAL PAYMENTS BY FIRSTWORLD; IMPOSITIONS

Audit Rights. The computation No more than once per calendar quarter, Buyer will be entitled to conduct an audit of Supplier solely to verify Supplier's consistent application of the annual Royalty Base pricing methodologies provided for under this Agreement with respect to sales of Film. Such audit will be reviewed within ninety conducted by a third-party independent auditor that is a nationally-recognized accounting firm (90the "Auditor") days designated by Buyer and subject to the approval of Supplier, which approval will not be unreasonably withheld. Supplier will provide the Auditor with access to its books and records only to the extent necessary to confirm Supplier's consistent application of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection pricing methodologies under this Agreement. In the event that the Auditor determines that such pricing is not compliant with the audit of Licensee’s consolidated financial statements. By pricing methodologies set forth in this Agreement, Supplier and Buyer shall true up (positive or negative) any discrepancies between the one hundred actual amounts charged for Film and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate the amounts that should have been charged under the applicable pricing methodologies prior to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance date of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty BaseAudit; provided, however, that Licensee no true up will be required unless the aggregate difference in the actual amounts charged and the amounts that should have been charged under the applicable pricing methodologies differ by more than one percent (1%) (a "Material Discrepancy"), with the full amount of any positive Material Discrepancy being paid to Buyer and the full amount of any negative Material Discrepancy being paid to Supplier. In the event any pricing discrepancy is identified by the Auditor, Supplier shall not modify the pricing charged by Supplier to be in breach compliant with the pricing methodologies of this obligation if a change in Agreement to the rules governing such accounting firm’s profession results in the issuance reasonable satisfaction of the certificate being prohibited for reasons outside Licensee’s controlAuditor. Such audit shall be conducted at Buyer's sole cost and expense unless a negative Material Discrepancy is identified by the Auditor, in which such case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee Supplier shall pay for the preparation cost and expense of such certificates the audit. Prior to conducting the audit the Auditor will enter into customary confidentiality obligations with Supplier with respect to Supplier's information. In no event shall the Auditor share with Buyer any confidential or proprietary information of Supplier, including pricing information. [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and their delivery to LicensorExchange Commission.

Audit Rights. The computation Subject to the other terms of this Section 13.11.7(b) (Audit Rights), during the annual Royalty Base Term, at the request of Nurix, which will not be reviewed within ninety made more frequently than [*], upon at least [*] prior written notice from Nurix, and at the expense of Nurix, Seagen will permit an independent, nationally-recognized certified public accountant selected by Nurix and reasonably acceptable to Seagen (90the “Auditor”) days of to inspect, during regular business 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 each fiscal year the Calendar Year to which they pertain and 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 (commencing with fiscal year 2011Confidentiality) by Licensee’s independent certified public accounting firm in connection with and limiting the audit of Licensee’s consolidated financial statements. By the one hundred disclosure and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance use of such reports information by independent certified public accounting firms) attesting such accountant to the accuracy authorized representatives of the Royalty Base computationParties 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, including if not, the amount of any Allocations contained thereindiscrepancy and a reasonable summary of the reason for such discrepancy, and the Auditor will not report any other information to Nurix. Nurix will treat the results of the Auditor’s review of Xxxxxx’s records as Confidential Information of Seagen subject to the terms of Article 16 (Confidentiality). In the event such audit leads to the discovery of an underpayment by Xxxxxx, Seagen will, within [*] after receipt of such report from the Auditor, pay Nurix the amount of such underpayment. Nurix shall pay the royalty payable full cost of the audit unless the underpayment of amounts due to LicensorNurix is either (i) greater than [*] of the amount due for the entire period being examined, or (ii) such underpayment exceeds [*], in all respects material either case (i) or (ii) Seagen shall pay the reasonable cost charged to Nurix by the Auditor for the performance of such Royalty Basereview. Any undisputed overpayments by Xxxxxx revealed by such an examination will be creditable by Xxxxxx against future payments owed by Xxxxxx to Nurix under this Agreement. Seagen will include substantially similar rights as set forth in this Section 13.11.7(b) (Audit Rights) in any sublicense agreement with its Sublicensee; provided, however, that Licensee shall not such sublicense agreement may provide that such audit be in breach conducted by Seagen, its Affiliate or an independent auditor designated by Seagen instead of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from by an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensorindependent auditor designated by Nurix.

Audit Rights. The computation Without derogating from the above, the Purchaser shall maintain accurate records with respect to the sales of Products, the annual Royalty Base will be reviewed within ninety (90) days of Sales Proceeds, the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with Sublicense Transactions and the audit of Licensee’s consolidated financial statementsSublicense Proceeds. By the one hundred and eightieth (180th) day of each fiscal Not more than once a year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting Purchaser shall provide to the accuracy of Escrow and/or other auditor designated by the Royalty Base computationSellers, including any Allocations contained thereinat Sellers sole discretion, and the amount of the royalty payable to Licensorsufficient access, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shallduring normal business hours, to the extent practicable Company's and/or to the Purchaser's (as applicable) facilities, personnel and records relating to the sales of Products, the Sales Proceeds, the Sublicense Transactions and the Sublicense Proceeds, to verify the Purchaser’s compliance with its obligation to pay the Sales Consideration and/or the Sublicense Consideration due to the Sellers. The Escrow or auditor shall execute a confidentially undertaking towards the Purchaser as promptly as practicablecustomary. The aforesaid audits shall be conducted at Sellers’ expense. If, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of any audit, the rule changeauditor determines that the Purchaser has underpaid the Sellers, no accounting firm the Purchaser shall promptly pay to the Sellers the delinquent amount, plus annual interest at a rate of national standing is able 12 month Libor + 8% calculated from the date the delinquent amount became due until the date of actual payment to provide the Sellers. If the audit shows an underpayment, and the Purchaser contests part or all of the findings, the uncontested part shall be paid without delay and the contested sums shall be resolved between the auditors of the Purchaser and the auditor or Escrow on behalf of the Sellers. If the audit discovers an overpayment, the 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 certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in Purchaser shall reimburse the form of Schedule 8 hereto attesting to Seller, notwithstanding the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisaabove, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation reasonable costs and expenses of such certificates and their delivery to Licensoraudit.

Audit Rights. The computation of (a) Each Party (the annual Royalty Base will be reviewed within ninety (90“Auditing Party”) days of shall have the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s right during the […***…] described in Section 6.4.1 to appoint at its expense an independent certified public accounting firm in connection with accountant of nationally recognized standing (the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th“Accounting Firm”) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting reasonably acceptable to the accuracy other Party to inspect or audit the relevant records of the Royalty Base computation, including any Allocations contained therein, 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 royalty payable 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 Licensor, in all respects material to such Royalty Base; provided, however, that Licensee 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 breach any Calendar Year and may cover a period ending not more than […***…] prior to the date of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance request. All records made available for inspection or audit shall be deemed to be Confidential Information of the certificate being prohibited for reasons outside Licensee’s controlAudited Party. The results of each inspection or audit, if any, shall be binding on both Parties. The Auditing Party shall bear the full cost of such audit unless such audit discloses at least a […***…]percent ([…***…]%) shortfall that exceeds at least […***…] dollars ($[…***…]), in which case Licensee shallthe 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 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 extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able Party entitled to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensorpayment hereunder.

Audit Rights. The computation During each Royalty Term and for a period of [***] thereafter, upon no less than [***] advance written notice to Purchaser from Seller, 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 annual Royalty Base will be reviewed within ninety (90) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s applicable Natural Product or Cultured Product, to an independent certified public accounting firm appointed by Seller, at Seller’s own cost and expense, to 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 connection such inspection pursuant to Section 11.9. Any such audit shall not be more frequently than once in any twelve (12) month period. Seller shall promptly provide Purchaser a copy of any report generated during such an audit. 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 pay, within [***] of Purchaser’s receipt of a report of the audit of Licensee’s consolidated financial statements. By results (a) the one hundred and eightieth (180th) day of each fiscal yearreasonable, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance documented costs of such reports 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 rate of [***], whichever is lower, from the date such Royalties or Sublicensing Revenue were originally payable hereunder. In the event that such audit reveals an overpayment of Royalties or Sublicensing Revenue by Purchaser, (i) such overpayment shall be credited against Purchaser’s future Royalty and Sublicensing Revenue payments to the extent due or (ii) Seller shall promptly refund such overpayment to Purchaser, as elected by Purchaser in writing. 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 firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material firm appointed by Seller or directly to such Royalty Base; provided, however, that Licensee shall not be in breach of Governmental Entity even if an audit pursuant to this obligation if a change Section 3.6 has already occurred in the rules governing such accounting firmpast twelve (12) months. Seller’s profession results in exercise of its audit rights under this Section 3.6 may not (i) be conducted for any Fiscal Year more than [***] after the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation end of such certificates Fiscal Year to which such books and their delivery to Licensorrecords pertain.

Audit Rights. PDL shall have the right to have an independent nationally-recognized accounting firm reasonably acceptable to GMN access the books and records of GMN and its Affiliates solely to the extent necessary to 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 immediately preceding [****]*, may not audit less than [****]*, and may not be conducted more than [****]* with respect to any particular [****]*. The computation auditing party shall be required to sign a confidentiality agreement for the benefit of, and in a form reasonably acceptable to, GMN and/or its Affiliates. GMN shall be provided the opportunity to discuss any discrepancies found during such audit with the auditors prior to such auditor issuing its final report. The final report shall be shared with both of the annual Royalty Base will be Parties, after PDL has reviewed and discussed the report with its accounting firm. If any audit discloses any underpayments by PDL to GMN, then unless contested by PDL within ninety (90) days [****]* after receipt of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy necessary documentation of the Royalty Base computationamount owed, including any Allocations contained thereinunderpayment shall be paid by PDL to GMN within [****]* of it being so disclosed. If any audit discloses any overpayments by PDL to GMN, and then unless contested by GMN within [****]* after receipt of the necessary documentation of the amount owed, PDL shall have the right to credit the amount of the royalty payable * 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. overpayment together with any interest thereon calculated in accordance with Section 7.3, against subsequent payment due to LicensorGMN under this Agreement or have any such overpayment and interest refunded to it. If any audit discloses any overcharges by GMN in excess of [****]*, in all respects material to such Royalty Base; provided, however, that Licensee GMN shall not be in breach pay the costs of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensor.

Audit Rights. The computation of CIM and LWP shall each have the annual Royalty Base will be reviewed within ninety (90) days of right, upon reasonable written notice to the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection other party, to inspect, or have its agent inspect, subject to such * Certain information on this page has been omitted and filed with the audit of Licensee’s consolidated financial statementsCommission. By Confidental treatment has been requested with respect to the one hundred and eightieth (180th) day of each fiscal yearomitted portions. confidentiality requirements as may reasonably be imposed by the other party, such accounting firm will deliver a certificate to Licensor other party's books and records and all other documents and material in the form possession of Schedule 7 hereto (or under its control with respect to all amounts described in this Agreement at the place or places where such changes as may 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 required due permitted to be able to make copies thereof and extracts therefrom. In the event that an inspection reveals a change discrepancy in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and 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 royalty payable 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 Licensorpromptly reimburse CIM), in all respects material for the reasonable costs of performing the audit. All books and records relative to such Royalty Base; providedLWP's, howeverCIM's, that Licensee or if applicable, an Other Partner's respective obligations hereunder shall not be in breach maintained and kept accessible and available to CIM or LWP, respectively, for inspection for at least three (3) years after termination of this obligation if a change Agreement. LWP shall use commercially reasonable efforts to 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 Advertising Inventory on their own Other Partner Joint Content Areas described in SECTION 5.3.2(III) in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and event CIM exercises its Other Traffic Partner Option (as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificatedefined below). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensor.

Audit Rights. The computation Buyer shall have reasonable audit rights regarding the calculation of Price. Specifically, Buyer may inspect Rayonier’s records (via a mutually agreed-upon accounting firm, such agreement upon the annual Royalty Base will be reviewed within ninety (90) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm shall not to be unreasonably withheld or delayed) to verify the Price. The accounting firm making such inspection shall be required to sign a reasonable confidentiality agreement provided by Rayonier and shall report only that Rayonier is in connection compliance with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained thereinpricing mechanism, and if not, the amount of such discrepancy in price. Upon receipt by Rayonier of a report showing such discrepancy, Rayonier shall revise the royalty payable applicable price charged to LicensorBuyer so that such discrepancy no longer exists. Buyer shall be solely responsible for all expenses associated with such audit, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing event the accounting firm determines there is a discrepancy in Rayonier’s calculation of the Price for any year, and if the aggregate price for all Product shipped to Buyer during such year exceeds *** percent (***%) of the aggregate price for said Product as determined by the accounting firm for said years, Rayonier shall be responsible for the accounting firm’s profession results in expenses associated with the issuance audit for such period. Audit rights under this Article shall be limited to one (1) audit per calendar year, and such audits may only be requested during the first three (3) months of the certificate being prohibited calendar year following the year for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing audit is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Baseintended, and the highest-ranking sales officer audit report must be delivered within six (6) months of Licensee will the day the audit request is delivered. Any failure to deliver a certificate request for an audit, or to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee deliver an audit report, within these time constraints shall pay for the preparation constitute a waiver of such certificates and their delivery to Licensoran audit.

Audit Rights. The computation Upon at least thirty (30) days’ written notice, LICENSOR shall have the right, through an independent, certified accounting firm, to examine such records and books of account of LICENSEE as are necessary to verify the accuracy of the annual Royalty Base will Usage License Fee and other payments of LICENSEE under this Agreement. Such right may be reviewed within ninety exercised only once during any twelve (9012) days 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 end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public LICENSOR and LICENSEE. The accounting firm may make abstracts or copies of such books of account solely for its use in connection with performing the audit of Licensee’s consolidated financial statementsexamination. By the one hundred and eightieth (180th) day of each fiscal yearLICENSOR will require, prior to any such examination, such accounting firm to agree in writing that such firm will deliver a certificate to Licensor maintain all information, abstracts, and copies acquired during such examination in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance strict confidence and will not make any use of such reports by independent certified public accounting firms) attesting material other than to confirm to LICENSOR the accuracy of LICENSEE payments hereunder. If an inspection of LICENSEE’S records by the Royalty Base computationaccountant of LICENSOR shows that LICENSEE has paid more than required under this Agreement, including any Allocations contained thereinexcess 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 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. However, if an inspection of LICENSEE’S records shows an under-reporting or underpayment by LICENSEE of any amount to LICENSOR, by more than ten percent (10%) for any twelve (12) month period, then LICENSEE will reimburse LICENSOR for the amount reasonable cost of the royalty payable inspection as well as pay to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach LICENSOR any amount found due within thirty (30) days of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance receipt of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation results of such certificates and their delivery to Licensorinspection.

Audit Rights. The computation No more than once per calendar quarter, Buyer will be entitled to conduct an audit of Supplier solely to verify Supplier's consistent application of the annual Royalty Base pricing methodologies provided for under this Agreement with respect to sales of Packaging. Such audit will be reviewed within ninety conducted by a third-party independent auditor that is a nationally-recognized accounting firm (90the "Auditor") days designated by Buyer and subject to the approval of Supplier, which approval will not be unreasonably withheld. Supplier will provide the Auditor with access to its books and records only to the extent necessary to confirm Supplier's consistent application of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection pricing methodologies under this Agreement. In the event that the Auditor determines that such pricing is not compliant with the audit of Licensee’s consolidated financial statements. By pricing methodologies set forth in this Agreement, Supplier and Buyer shall true up (positive or negative) any discrepancies between the one hundred actual amounts charged for Packaging and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate the amounts that should have been charged under the applicable pricing methodologies prior to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance date of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty BaseAudit; provided, however, that Licensee no true up will be required unless the aggregate difference in the actual amounts charged and the amounts that should have been charged under the applicable pricing methodologies differ by more than one percent (1%) (a "Material Discrepancy"), with the full amount of any positive Material Discrepancy being paid to Buyer and the full amount of any negative Material Discrepancy being paid to Supplier. In the event any pricing discrepancy is identified by the Auditor, Supplier shall not modify the pricing charged by Supplier to be in breach compliant with the pricing methodologies of this obligation if a change in Agreement to the rules governing such accounting firm’s profession results in the issuance reasonable satisfaction of the certificate being prohibited for reasons outside Licensee’s controlAuditor. Such audit shall be conducted at Buyer's sole cost and expense unless a negative Material Discrepancy is identified by the Auditor, in which such case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee Supplier shall pay for the preparation cost and expense of such certificates the audit. Prior to conducting the audit the Auditor will enter into customary confidentiality obligations with Supplier with respect to Supplier's information. In no event shall the Auditor share with Buyer any confidential or proprietary information of Supplier, including pricing information [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and their delivery to LicensorExchange Commission.

Audit Rights. The computation ELAN shall keep and maintain for [***] years complete and accurate records of Operating Income (Loss) and Net Sales of Co-Developed Products for the annual Royalty Base will be reviewed within ninety relevant Co-Development Territory(ies), Indications and formulations (90“Co-Development Net Sales”) days in sufficient detail to allow confirmation of same by the end JPT, the JMC and ARCHEMIX. ARCHEMIX shall have the right for a period of each fiscal year [***] Calendar Years after such Operating Income (commencing Loss) and Co-Development Net Sales are reconciled in accordance with fiscal year 2011Section 4.11.6(a) by Licensee’s to appoint at its expense an independent certified public accounting firm in connection with accountant reasonably acceptable to ELAN to audit the audit relevant records of Licensee’s consolidated financial statements. By ELAN and its Affiliates to verify that the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance amount of such reports 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 accounting firmsaccountant during regular business hours at such place or places where such records are customarily kept, upon [***] days written notice from ARCHEMIX, solely to verify that such Operating Income (Loss) attesting and Co-Development Net Sales hereunder were correctly determined. Such audit right shall not be exercised by ARCHEMIX more than once in any Calendar Year and no period may be audited more than once. All records made available for audit shall be deemed to be Confidential Information of ELAN. The results Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the accuracy Company’s application requesting confidential treatment under Rule 406 of the Royalty Base computationSecurities Act. 66 of each audit, including any Allocations contained thereinif any, shall be reported in writing to both Parties promptly (but in no event later than [***] days) after the 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 reported by ELAN hereunder, (a) if the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance effect of the certificate being prohibited for reasons outside Licenseeerror resulted in an underpayment to ARCHEMIX, ELAN shall promptly (but in any event no later than [***] days after ELAN’s controlreceipt of the report so concluding) make payment to ARCHEMIX of the underpayment amount, and (b) if the effect of the error 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. ARCHEMIX shall bear the full cost of such audit unless such audit discloses an underpayment by ELAN of more than [***] percent ([***]%) of the aggregate amount of ARCHEMIX’ share of Operating Income (Loss) in any Calendar Year, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain ELAN shall reimburse ARCHEMIX for all reasonable costs incurred by ARCHEMIX in connection with such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensoraudit.

Audit Rights. The computation At any time until the expiration of one year after the final payment under the PO or Order, Xxxxx Xxxxx may audit Supplier records and inspect Supplier’s facilities related to the PO or Order in order to: (i) evaluate Supplier’s quality and food protection procedures and compliance with applicable specifications and manuals (“Quality Audit”), (ii) evaluate Supplier’s compliance with the Xxxxx Xxxxx Supplier Guiding Principles as referenced in Section 24 below (“SGP Audit”), and (iii) verify that pricing, pass-through costs, reimbursable expenses, or other financial provisions conform to the PO or Order (“Financial Audit”). Audits may be conducted by Xxxxx Xxxxx or third-party auditors, as determined by Xxxxx Xxxxx, and Supplier will not request that any auditor sign an additional agreement in order to conduct the audit. Xxxxx Xxxxx may also require that Supplier complete a questionnaire either in lieu of or in advance of an audit or that Supplier register with and submit information to a third-party that Xxxxx Xxxxx has selected to manage audit information. For SGP Audits and Quality Audits, Xxxxx Xxxxx will bear its own internal costs, and Supplier will bear its own internal costs and all other audit costs (including those of any third-party auditor). For Financial Audits, Xxxxx Xxxxx will bear its own internal costs and the cost of the annual Royalty Base will be reviewed within ninety (90) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal yearauditors, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes unless Xxxxx Xxxxx discovers any deficiency or non-compliance as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s controlPO or Order, in which case Licensee shall, to Supplier will promptly pay any overcharges and reimburse Kraft Heinz’s reasonable audit costs. In the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm event of national standing (it being understood that if as a result finding of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisadeficiency or non-compliance, in each case addition to any other right or remedy of Xxxxx Xxxxx, Supplier will promptly take all corrective action that Xxxxx Xxxxx reasonably requires and Xxxxx Xxxxx or its representative may audit Supplier’s facilities or records as often as reasonably necessary to verify correction. Xxxxx Xxxxx may suspend performance under the PO or Order until any deficiency or non- compliance is corrected, in all respects material addition to such Royalty Baseother remedies Xxxxx Xxxxx may have. If Supplier refuses any audit, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to LicensorXxxxx Xxxxx can withhold payment.

Audit Rights. The computation of the annual Royalty Base will be reviewed within ninety Within one hundred twenty (90120) days of the end reconciliation and adjustment as set forth in Section 3.03 regarding Operating Expenses (but not more than once per year), if Tenant disputes the amount of each fiscal year (commencing with fiscal year 2011) by Licensee’s Additional Rent set forth in the reconciliation statement, an independent certified public accounting firm accountant or other representative of Tenant, designated and paid for by Tenant, may, upon at least twenty (20) business days prior written notice to Landlord, and at reasonable times, inspect Landlord's records at Landlord's offices, provided that Tenant is not then in connection with default under this Lease and Tenant has paid all amounts required to be paid under the applicable reconciliation statement, as the case may be. No such audit may be conducted on a contingency basis by the accountant or other representative (and therefore no portion of Licensee’s consolidated financial statementsthe fee or other compensation payable to the accountant or other representative may in any way be tied to the results of such audit), and any such audit conducted on such basis shall be deemed void for the purposes hereof, and Tenant hereby waives and further rights under this Section 3.09 following the performance of an audit on such basis. By Tenant's failure to dispute the amount of Additional Rent set forth in any statement within one hundred and eightieth twenty (180th120) day days of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance Tenant's receipt of such reports statement shall be deemed to be Tenant's approval of such statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant's expense, by an independent certified public accounting firmsaccountant (the "Accountant") attesting selected by Landlord, subject to Tenant's reasonable approval. The results of any audit conducted pursuant to this Section 3.09 shall be kept confidential by Tenant and its accountant, and at Landlord's request, such accountant must agree in writing (in a commercially reasonable form) to keep the results of such audit confidential and not to reveal the same to any parties other than Landlord and Tenant. In the event of any breach of the foregoing confidentiality/non disclosure covenant by the accountant, Tenant or Tenant's agents, then the audit with respect to which such breach occurred shall be deemed void for the purposes hereof. If Tenant's audit shall conclusively disclose an overstatement of Operating Expenses (and related overpayment of Operating Expenses by Tenant) of more than five percent (5%) of the amount actually incurred by Landlord for such period, Landlord shall promptly reimburse Tenant for the reasonable cost of such audit, provided that the maximum reimbursement payable by Landlord with respect to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation cost of such certificates and their delivery to Licensoraudit shall be $3,000.00.

Audit Rights. The computation of Alizyme shall have the annual Royalty Base will be reviewed within ninety (90) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s right to have an independent certified public third party nationally-recognized accounting firm in connection reasonably acceptable to Prometheus access the books and records of Prometheus, its Affiliates and Sublicensees solely *** Certain information on this page has been omitted and filed separately with the audit of Licensee’s consolidated financial statementsSecurities and Exchange Commission. By Confidential treatment has been requested with respect to the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate omitted portions. to Licensor in the form of Schedule 7 hereto (with such changes as may be required due extent necessary to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to verify the accuracy of the Royalty Base computationreports and payments made hereunder. Such audit shall be conducted upon at least [***] advanced written notice to Prometheus and shall commence on a date reasonably acceptable to both Parties, including any Allocations contained thereinnot to be later than [***] after Alizyme's notice. Such audit shall only be during Prometheus' normal business hours. [***]. The auditing party shall be required to sign a confidentiality agreement for the benefit of, and in a form reasonably acceptable to, Prometheus. Prometheus shall be provided the opportunity to discuss any discrepancies found during such audit with the auditors prior to such auditor issuing its final report. In addition, the auditors shall redact any confidential information disclosed in the proposed final report identified by Prometheus as confidential and not necessary for purposes of calculating the Royalty or Alizyme Trademark and Know-How Usage Fee owed. The final report shall be shared with both of the Parties. If any audit discloses any underpayments by Prometheus to Alizyme, then unless contested by Prometheus within [***] after receipt of the necessary documentation of the amount owed, any underpayment, together with any interest thereon calculated in accordance with Section 4.9 from the date of the underpayment, shall be paid by Prometheus to Alizyme within [***] of it being so disclosed. If any audit discloses any overpayments by Prometheus to Alizyme, then unless contested by Alizyme within [***] after receipt of the necessary documentation of the amount owed, Prometheus shall have the right to credit the amount of the royalty payable overpayment against each subsequent quarterly payment due to LicensorAlizyme until the overpayment has been fully applied. If the overpayment is not fully applied prior to the final quarterly payment of Royalties or Alizyme Trademark and Know-How Usage Fee due hereunder, in all respects material Alizyme shall promptly refund an amount equal to any such Royalty Base; providedremaining overpayment. If Alizyme's audit demonstrates an underpayment of more than [***] percent ([***]%) for the payment due to Alizyme during the audited period, however, that Licensee Prometheus shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance liable for Alizyme's reasonable cost of the certificate being prohibited for reasons outside Licensee’s controlaudit that discovered such underpayment. Otherwise, in which case Licensee shall, Alizyme shall bear the costs of such audits. Any contested amounts shall be subject to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains dispute resolution procedures set forth in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to LicensorSection 12.

Audit Rights. The computation Anthera shall keep (and, as applicable, shall cause its Affiliates and require its sublicensees to keep) complete and accurate books and records as are necessary to ascertain Anthera’s compliance with this Agreement, including such records as are necessary to verify royalty payments owed. Upon the written request of the annual Royalty Base will be reviewed within ninety (90) days of the end of Lilly or Shionogi and not more than once in each fiscal year (commencing with fiscal year 2011) by Licensee’s calendar year, Anthera shall permit an independent certified public accounting firm in connection with of nationally recognized standing selected by the audit auditing Party and reasonably acceptable to Anthera), at the auditing Party’s expense, to have access upon prior written notice during normal business hours to such of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day records of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes Anthera as may be required due reasonably necessary to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to verify the accuracy of the Royalty Base computationroyalty reports hereunder for any year ending not more than [***] prior to the date of such request. Lilly or Shionogi, as applicable, shall submit an audit plan, including audit scope, to Anthera at least thirty (30) days prior to the commencement of such audit. The accounting firm shall disclose to the auditing Party only whether the reports are correct and the specific details concerning any Allocations contained thereindiscrepancies. No other information shall be shared. The auditing Party shall treat all financial information subject to review under this Section 3.10 as confidential, and shall cause its accounting firm to retain all such financial information in confidence. All amounts due as shown by the audit shall be paid within thirty (30) days following the receipt of the final audit report. If the audit shows that the amount paid by Anthera is [***] less than the amount due, Anthera shall pay [***] reasonable expenses of the royalty payable to Licensor, auditing Party in conducting the audit. Anthera will include in all respects material sublicenses granted in accordance herewith, and any other agreements enabling a Third Person to such Royalty Base; providedbe a seller of Licensed Products, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, an audit provision substantially similar to the extent practicable foregoing requiring such seller to keep full and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of accurate books and records relating to the rule change, no accounting firm of national standing is able Licensed Products and granting Lilly the right to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to audit the accuracy of the Royalty Base computation and information reported by the amount of the royalty payable to Grupo Televisa, sublicensee in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensorconnection therewith.

Audit Rights. The computation Notwithstanding any provision of this Lease to the annual Royalty Base will be reviewed within ninety (90) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal yearcontrary, such accounting firm will deliver a certificate to Licensor in the form event of Schedule 7 hereto any dispute regarding the amount due as to Real Property Taxes, insurance or other costs or expenses described in the Lease (with “Costs”), Lessee shall have the right, after five (5) business days prior written notice to Lessor and at reasonable times, to inspect and photocopy Lessor’s accounting records relating to such changes as may be required due charges at Lessor’s office located at the address set forth below Lessor’s signature on the Lease. If, after such inspection and photocopying, Lessee continues to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and dispute the amount of the royalty Costs payable by Lessee, Lessee shall be entitled to Licensor, retain an independent company or certified public accountant approved in all respects material to such Royalty Base; provided, however, that Licensee advance by Lessor (which approval shall not be in breach of this obligation if a change in unreasonably withheld, conditioned or delayed) to audit and/or review Lessor’s records to determine the rules governing such accounting firm’s profession results in the issuance proper amount of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain Costs. Such audit shall be completed within fifteen (15) business days. If such certificate from an alternate accounting firm of national standing (it being understood audit or review reveals that if as a result of the rule change, no accounting firm of national standing is able to provide such certificateLessor has overcharged Lessee, then for so long as within ten (10) business days after the results of such rule change remains in effectaudit are made available to Lessor, Licensee Lessor shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and reimburse Lessee the amount of such overcharge. If the royalty payable audit reveals that Lessee was undercharged, then within five (5) business days after the results of the audit are made available to Grupo TelevisaLessee, in each case in Lessee shall reimburse Lessor the amount of such undercharge. Lessee agrees to pay the cost of such audit. Lessor shall be required to maintain records of all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay Costs for the preparation entirety of such certificates and their the twelve (12) month period following Lessor’s delivery to LicensorLessee of each statement setting forth such costs.

Audit Rights. The computation No more than once per calendar quarter, Buyer will be entitled to conduct an audit of Supplier solely to verify Supplier's consistent application of the annual Royalty Base pricing methodologies provided for under this Agreement with respect to sales of Packaging. Such audit will be reviewed within ninety conducted by a third-party independent auditor that is a nationally-recognized accounting firm (90the "Auditor") days designated by Buyer and subject to the approval of Supplier, which approval will not be unreasonably withheld. Supplier will provide the Auditor with access to its books and records only to the extent necessary to confirm Supplier's consistent application of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection pricing methodologies under this Agreement. In the event that the Auditor determines that such pricing is not compliant with the audit of Licensee’s consolidated financial statements. By pricing methodologies set forth in this Agreement, Supplier and Buyer shall true up (positive or negative) any discrepancies between the one hundred actual amounts charged for Packaging and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate the amounts that should have been charged under the applicable pricing methodologies prior to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance date of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty BaseAudit; provided, however, that Licensee no true up will be required unless the aggregate difference in the actual amounts charged and the amounts that should have been charged under the applicable pricing methodologies differ by more than one percent (1%) (a "Material Discrepancy"), with the full amount of any positive Material Discrepancy being paid to Buyer and the full amount of any negative Material Discrepancy being paid to Supplier. In the event any pricing discrepancy is identified by the Auditor, Supplier shall not modify the pricing charged by Supplier to be in breach compliant with the pricing methodologies of this obligation if a change in Agreement to the rules governing such accounting firm’s profession results in the issuance reasonable satisfaction of the certificate being prohibited for reasons outside Licensee’s controlAuditor. Such audit shall be conducted at Buyer's sole cost and expense unless a negative Material Discrepancy is identified by the Auditor, in which such case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee Supplier shall pay for the preparation cost and expense of such certificates the audit. Prior to conducting the audit the Auditor will enter into customary confidentiality obligations with Supplier with respect to Supplier's information. In no event shall the Auditor share with Buyer any confidential or proprietary information of Supplier, including pricing information. [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and their delivery to LicensorExchange Commission.

Audit Rights. The computation Upon at least thirty (30) days’ written notice, LICENSOR shall have the right, through an independent, certified accounting firm, to examine such records and books of account of LICENSEE as are necessary to verify the accuracy of the annual Royalty Base will Usage License Fee and other payments of LICENSEE under this Agreement. Such right may be reviewed within ninety exercised only once during any twelve (9012) days 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 end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public LICENSOR and LICENSEE. The accounting firm may make abstracts or copies of such books of account solely for its use in connection with performing the audit of Licensee’s consolidated financial statementsexamination. By the one hundred and eightieth (180th) day of each fiscal yearLICENSOR will require, prior to any such examination, such accounting firm to agree in writing that such firm will deliver a certificate to Licensor maintain all information, abstracts, and copies acquired during such examination in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance strict confidence and will not make any use of such reports by independent certified public accounting firms) attesting material other than to confirm to LICENSOR the accuracy of LICENSEE payments hereunder. If an inspection of LICENSEE’S records by the Royalty Base computationaccountant of LICENSOR shows that LICENSEE has paid more than required under this Agreement, including any Allocations contained thereinexcess 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 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. 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 (5%) for any twelve (12) month period, then LICENSEE will reimburse LICENSOR for the amount reasonable cost of the royalty payable inspection as well as pay to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach LICENSOR any amount found due within thirty (30) days of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance receipt of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation results of such certificates and their delivery to Licensorinspection.

Audit Rights. The computation Symantec may audit Your use of the annual Royalty Base Software and Maintenance to verify that Your usage complies with applicable Order Confirmations, including without limitation through collection and use of Collected Data, self-certifications, on- site audits and/or audits done using a third-party auditor. Third-party audits will be reviewed within ninety done upon reasonable notice and during normal business hours, but not more often than once each calendar year unless a material discrepancy is identified during the course of a prior review, at Symantec’s expense. You agree to implement internal safeguards to prevent any unauthorized copying, distribution, installation, or use of, or access to, the Software. You further agree to keep records sufficient to certify Your compliance with this License Agreement, and, upon request of Symantec, provide and certify metrics and/or reports based upon such records and accounting for both numbers of copies (90by title and version) days and network architectures as they may reasonably relate to Your licensing and deployment of the end Software. If Your use level of each fiscal year the Software or Maintenance is determined as not compliant, You will promptly submit an order within thirty (commencing with fiscal year 201130) days, at current Manufacturer’s Suggested Reseller Price (MSRP), or as otherwise mutually agreed, applicable to Your actual use of the Software or Maintenance in excess of Your entitlement rights including, but not limited to software license fees, new and lapsed Maintenance fees, and reinstatement costs. Lapsed Maintenance or excess subscription fees will be calculated at a minimum of one (1) year, unless an accurate calculation can be determined. Such fees are subject to interest at the rate of one and one-half percent (1½%) per month or the highest interest rate allowed by Licensee’s independent certified public accounting firm in connection with law, whichever is lower, from the date on which such amount became due. If the audit demonstrates that the MSRP value of Licensee’s consolidated financial statements. By Your non-compliant usage exceeds five percent (5%) of the one hundred and eightieth (180th) day MSRP value of each fiscal yearYour compliant deployments, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting You shall also reimburse Symantec for any third-party costs related to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensoraudit.

Audit Rights. The computation Asthmatx shall permit an independent public accountant designated by Broncus and reasonably acceptable to Asthmatx, to have access, no more than once in each calendar year during the term of this Agreement and no more than twice during the annual Royalty Base will be reviewed within ninety three (903) calendar years following the expiration or termination of Asthmatx’s royalty obligations hereunder, during regular business hours and upon at least ten (10) days prior written notice, to Asthmatx’s records and books relating to royalties payable hereunder, for the purpose of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to determining the accuracy of the Royalty Base computation, including any Allocations contained thereinAsthmatx Net Sales reported, and royalty payments made, by Asthmatx to Broncus within the amount one (1) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Asthmatx to disclose to Broncus only (a) the accuracy of Asthmatx Net Sales reported and the basis for royalty payable payments made to LicensorBroncus under this Agreement, in all respects material to and (b) the difference, if any, by which such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable reported and as promptly as practicable, obtain such certificate paid amounts vary from an alternate accounting firm of national standing (it being understood that if amounts determined as a result of the rule changeaudit. If such examination results in a determination that Asthmatx Net Sales or royalty payments have been understated or overstated, no accounting firm unpaid amounts or refund of national standing is able to provide overstatement due shall be paid promptly. The fees and expenses of such certificateaccountant shall be paid by Broncus, then unless the accountant’s examination results in a determination that Asthmatx Net Sales have been understated, or that payments have been underpaid, by more than ten percent (10%) for so long as such rule change remains the period examined, in effect, Licensee which case Asthmatx shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor pay all reasonable costs and expenses incurred by Broncus in the form course of Schedule 8 hereto attesting to making such determination, including the accuracy of the Royalty Base computation fees and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation expenses of such certificates and their delivery to Licensoraccountant.

Audit Rights. The computation RxAMERICA will allow DS to conduct audits of RxAMERICA's current activities or of activities for the annual Royalty Base will be reviewed within ninety (90) days period of one year prior to the end date of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the DS's request for an audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, or such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes longer period as may be required due by law, including applicable pharmacy regulations, or up to a change in accounting firm 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 due to a change in rules governing the issuance agent who is mutually agreed upon by RxAMERICA and DS. RxAMERICA's approval of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee employee or agent shall not be unreasonably withheld. If an audit of RxAMERICA is permitted or required by an agreement between DS and a Third Party Insurance plan for Pharmacy Services rendered by RxAMERICA under this Agreement, such audit shall be conducted by the Third Party Insurance plan's employee or agent who is agreed upon by RxAMERICA. RxAMERICA's approval of such employee or agent shall not be unreasonably withheld. The 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 breach of any six (6) month period unless a prior audit has exposed material problems. Any audit conducted under this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, Article 19 is limited to 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 (14) 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 period required by applicable laws and (ii) five years. No person or entity other than DS has a right to obtain payment from RxAMERICA under this Agreement on the basis of any information discovered during an audit or on any other basis.. To the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time periodany Third Party Insurance plan desires different terms than those outlined above, the chief financial officer of Licensee parties will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and negotiate in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of terms under which RxAMERICA and DS will implement such certificates and their delivery to Licensorrequests.

Audit Rights. The computation SB shall keep and require its AFFILIATES and sublicensees to keep complete and accurate records of the annual Royalty Base will be reviewed within ninety all NET SALES and Third Party Product Royalties and Third Party Device Royalties paid by SB, and SB shall obtain and keep copies of such records sent by its AFFILIATES and sublicensees. Upon twenty (9020) days of prior written notice to SB, Aradigm shall have the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent right, at Aradigm's expense, to have a certified public accounting firm in connection with accountant or the equivalent reasonably acceptable to SB audit such records kept by SB to confirm that all payments made hereunder are accurate and that the Third Party Product Royalties and Third Party Device Royalties submitted by SB are accurate. Any audit performed pursuant to this Section shall take place during the life of Licensee’s consolidated financial statements. By the one hundred this Agreement and eightieth for six (180th6) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm months after its termination or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Baseexpiration; provided, however, that Licensee such examination shall not take place more often than once a year and shall not cover such records for more than the preceding two (2) calendar years. In addition, any such audit shall take place during regular business hours at SB's principal place of business or at any other location where SB may make the applicable records available; provided, however that access to such records shall be provided in breach such manner so as not to interfere with the normal conduct of SB's business or operations. Access to such records kept by SB shall be limited to such records (or the relevant portion thereof) as are reasonably required to determine that payments made under this obligation Agreement are accurate (or if a change in such payments are not accurate then to determine the rules governing proper payment amount), and provided further that such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, accountant shall report to the extent practicable and Aradigm only as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation payments and the amount of the royalty payable to Grupo Televisa, in each case in all respects material Aradigm and/or its accountant shall execute such confidentiality agreements with respect to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate access as SB may request. Any amounts showed to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process be owed to Aradigm shall be immediately * Certain information on this page has been made at arm’s-length omitted and in good faith in all respects material filed separately with the Commission. Confidential treatment has been requested with respect to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensoromitted portions.

Audit Rights. The computation of Tenant shall have the annual Royalty Base will be reviewed within ninety (90) days of right, at Tenant's cost, after reasonable notice to Landlord, to have Tenant's authorized employees or agents inspect, at Landlord's main corporate office during normal business hours, Landlord's books, records and supporting documents concerning the end of each fiscal year (commencing with fiscal year 2011) Operating Expenses, Tax Expenses and Utilities Costs set forth in any Statement delivered by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver Landlord to Tenant for a certificate particular Expense Year pursuant to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty BaseSection 4.3.2 above; provided, however, Tenant shall have no right to conduct such inspection or object to or otherwise dispute the amount of the Operating Expenses, Tax Expenses and Utilities Costs set forth in any such Statement, unless Tenant notifies Landlord of such inspection objection and dispute, completes such inspection within three (3) months immediately following Landlord's delivery of a Statement (the "Review Period"); provided, further, that Licensee notwithstanding any such timely inspection, objection, dispute, and/or audit, and as a condition precedent to Tenant's exercise of its right of inspection, objection, dispute, and/or audit as set forth in this Section 4.6, Tenant shall not be in breach permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this obligation if Article 4 in accordance with such Statement. However, such payment may be made under protest pending the outcome of any audit. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a change mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentation, Tenant disputes the amount of the Operating Expenses, Tax Expenses and Utilities Costs set forth in the rules governing such accounting firm’s profession results in Statement, Tenant shall have the issuance right, but not the obligation, within the Review Period, to cause an independent certified public accountant which is not paid on a contingency basis and which is mutually approved by Landlord and Tenant (the "Accountant") to complete an audit of Landlord's books and records to determine the proper amount of the certificate being prohibited Operating Expenses, Tax Expenses and Utilities Costs incurred and amounts payable by Tenant for reasons outside Licensee’s controlthe Expense Year which is the subject of such Statement. Such audit by the Accountant shall be final and binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the "Big 4" accounting firms selected by Landlord, which is not paid on a contingency basis and is not, and has not been, otherwise employed or retained by Landlord. If such audit reveals that Landlord has over-charged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord's original Statement which was the subject of such audit was in error to Tenant's disadvantage by five percent (5%) or more of the total Operating Expenses, Tax Expenses and Utilities Costs which was the subject of the audit (in which case Licensee shallLandlord shall pay the cost of such audit). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning the correctness of any Statement provided by Landlord at any time during the Review Period, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct and complete the audit as described above prior to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result expiration of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee Review Period shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy be conclusively deemed Tenant's approval of the Royalty Base computation Statement in question and the amount of the royalty payable Operating Expenses, Tax Expenses and Utilities Costs shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to Grupo Televisathis Section 4.6, in each case in all respects material Tenant agrees to such Royalty Basekeep, and to cause all of Tenant's employees and consultants and the highest-ranking sales officer Accountant to keep, all of Licensee will deliver a certificate to Licensor in Landlord's books and records and the form of Schedule 9 hereto attesting that audit, and all information pertaining thereto and the Advertising Packaged Sales Transaction Process has been made at arm’s-length results thereof, strictly confidential, and in good faith in all respects material connection therewith, Tenant shall cause such employees, consultants and the Accountant to the Royalty Base. Licensee shall pay for the preparation of execute such certificates and their delivery reasonable confidentiality agreements as Landlord may require prior to Licensorconducting any such inspections and/or audits.

Audit Rights. The computation of Rosetta shall have the annual Royalty Base will be reviewed within ninety (90) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s right to have an independent certified public Third Party nationally-recognized accounting firm in connection with reasonably acceptable to Prometheus access the audit books and records of Licensee’s consolidated financial statements. By Prometheus, its Affiliates and Sublicensees solely to the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate extent necessary to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to verify the accuracy of the Royalty Base computationreports and payments made hereunder. Such audit shall be conducted upon at least thirty (30) days advanced written notice to Prometheus and shall commence on a date reasonably acceptable to both Parties, including any Allocations contained thereinnot to be later than one (1) calendar quarter after Rosetta’s notice. Such audit shall only be during Prometheus’ normal business hours. Such audit shall not be more frequent than once (1) per calendar year, may occur only with respect to the immediately preceding three (3) calendar years, may not audit less than a full calendar year, and may not be conducted more than once with respect to any particular calendar year. The auditing party shall be required to sign a confidentiality agreement for the benefit of, and in a form reasonably acceptable to, Prometheus. Prometheus shall be provided the opportunity to discuss any discrepancies found during such audit with the auditors prior to such auditor issuing its final report. In addition, the auditors shall redact any confidential information disclosed in the proposed final report identified by Prometheus as confidential and not necessary for purposes of calculating the Royalty owed. The final report shall be shared with both of the Parties and may be shared with any Upstream Licensors if its interests are affected by the findings in such report, or if the audit was performed at its request or in fulfillment of a contractual obligation of Rosetta under the applicable Upstream License Agreement, provided that the applicable Upstream Licensor must at all times agree to maintain the confidentiality of such information on terms no less restrictive than those set forth in Section 6. If any audit discloses any underpayments by Prometheus to Rosetta, then unless contested by Prometheus within thirty (30) days after receipt of the necessary documentation of the amount owed, any underpayment shall be paid by Prometheus to Rosetta within thirty (30) days of it being so disclosed. If any audit discloses any overpayments by Prometheus to Rosetta, then unless contested by Rosetta within thirty (30) days after receipt of the necessary documentation of the amount owed, Prometheus shall have the right to credit the amount of the royalty payable overpayment against each subsequent quarterly payment due to LicensorRosetta until the overpayment has been fully applied. If the overpayment is not fully applied prior to the final quarterly payment of Royalties due hereunder, in all respects material Rosetta shall promptly refund an amount equal to any such Royalty Base; providedremaining overpayment. If Rosetta’s audit demonstrates an underpayment of more than [***] for the payment due to Rosetta during the audited period, however, that Licensee Prometheus shall not be in breach of this obligation if a change in the rules governing such accounting firmliable for Rosetta’s profession results in the issuance reasonable cost of the certificate being prohibited for reasons outside Licensee’s controlaudit that discovered such underpayment. Otherwise, in which case Licensee shall, Rosetta shall bear the costs of such audits. Any contested amounts shall be subject to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains dispute resolution procedures set forth in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to LicensorSection 11.

Audit Rights. The computation Xxxxxx agrees to make available to Buyer prior to and for a period of twelve (12) months following the Closing any and all existing information and documents in the possession of Seller that Buyer may reasonably require to comply with Xxxxx’s tax and financial reporting requirements and audits. Without limiting the generality of the annual Royalty Base foregoing, Seller will be reviewed within ninety use its commercially reasonable efforts after execution of this Agreement and for twelve (9012) days of months following Closing to cooperate with the end of each fiscal year independent auditors chosen and paid for by Buyer (commencing with fiscal year 2011“Buyer’s Auditor”) by Licensee’s independent certified public accounting firm in connection with the their audit of Licenseeany annual revenue and expense statements of the Assets that Buyer or any of its affiliates requires to comply with their tax and financial reporting requirements, and their review of any interim quarterly revenue and expense statements of the Assets that Buyer requires to comply with such reporting requirements. Seller’s consolidated financial statements. By cooperation will include (i) such reasonable access to Seller’s employees who were responsible for preparing the one hundred revenue and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor expense statements and work papers and other supporting documents used in the form preparation of Schedule 7 hereto (with such changes financial statements as may be required by Xxxxx’s Auditor to perform an audit in accordance with generally accepted auditing standards, and (ii) delivery of one or more customary representation letters (in substantially the form previously approved by Seller and Buyer) from Seller to Buyer’s Auditor that are requested by Buyer to allow such auditors to complete an audit (or review of any interim quarterly financials), and to issue an opinion that in Buyer’s experience is acceptable with respect to an audit or review of those revenue and expense statements required pursuant to this Section. Buyer will reimburse Seller, within three (3) business days after demand therefor, for any reasonable out-of-pocket and overhead costs with respect to any costs incurred by Seller in complying with the provisions of this Section. In the event that Xxxxx’s Auditors determine that any of the Assets are not auditable due to a change in accounting firm insufficient financial records, or due to a change in rules governing for any reason determined by Buyer’s Auditors, then Buyer may exclude the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, unauditable Assets from this sale and the amount Purchase Price will be reduced by the Allocated Value of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensorsaid Assets.

Audit Rights. The computation Each of Kos and TPNA shall keep complete and accurate records of its respective Product Details and incentive compensation payments for the Products to sales representatives. Kos shall keep complete and accurate records of the annual Royalty Base will be reviewed within ninety (90) days Net Sales of the end Products, Cost of each fiscal year (commencing with fiscal year 2011) by Licensee’s Manufacture of samples of Products and any other reimbursable expenses. Each Party shall have the right, at such Party's expense, through an independent certified public accounting firm in connection with accountant or like person reasonably acceptable to the audit other Party, upon execution of Licensee’s consolidated financial statements. By a confidentiality agreement, to examine such records during regular business hours upon reasonable written notice during the one hundred and eightieth (180th) day Term of each fiscal yearthis Agreement and, such accounting firm will deliver a certificate to Licensor only in the form case where a Tail Payment is not made because the Net Sales threshold provided in Section 4.2(d) was not met, the Tail Period and for one (1) year after termination of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing this Agreement or, if applicable, the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty BaseTail Period; provided, however, that Licensee (i) such examination shall not be in breach of this obligation if a change in the rules governing take place more often than once per Year and shall not cover such accounting firm’s profession results in the issuance records for more than that portion of the certificate being prohibited for reasons outside Licensee’s control, year in which case Licensee shallthe audit takes place and the two preceding years (other than the period prior to January 1, 2003), and (ii) such accountant shall report to the extent practicable and such Party only as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the reports or payments provided or made by the other Party under this Agreement. Any adjustments required as a result of overpayments or underpayments identified through a Party's exercise of audit rights shall be made by subtracting or adding, as appropriate, amounts from or to the next Royalty Base computation Payment or Tail Payment in accordance with Section 4.3 or, if no further Royalty Payments or Tail Payments are due, by payment to the Party owed such adjustment within thirty (30) days after identification of such adjustment. The Party requesting the audit shall bear the full cost of the audit unless such audit correctly discloses that the discrepancy for the Year differs by more than ***** from the amount the accountant determines is correct, in such case the owing Party shall pay the reasonable fees and expenses charged by the accountant. In addition, the owing Party shall pay interest from the original date due and until payment on the amount of the royalty payable underpayment or overpayment at a rate equal to Grupo Televisa***** and calculated from the date due until the payment date. In the event that a Party disputes an invoice or other payment obligation under this Agreement, such Party shall timely pay the amount of the invoice or other payment obligation that is not in each case in all respects material to such Royalty Basedispute, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor Parties shall resolve such dispute in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensoraccordance with Article 17.

Audit Rights. The computation (a) Licensor, or its agents or representatives, shall have the right to inspect, audit and makes copies or extracts of the annual Royalty Base will be reviewed within ninety (90) days books and records of the end Company and any Subsidiary. Licensor may conduct such audit upon providing a reasonable period of each fiscal written notice to the Company, only during the Company’s or such Subsidiary’s, normal business hours and only at the place where the Company or such Subsidiary keeps the books and records to be examined. Licensor shall be entitled to conduct such audit once per calendar year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm or more frequently in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver circumstances where it has reason to believe there is a certificate to Licensor material inaccuracy in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy calculation of the Royalty Base computation, including any Allocations contained therein, Royalty. All such audits shall be conducted at Licensor’s expense and shall not unreasonably disrupt the amount of the royalty payable to Licensor, in all respects material to Company or such Royalty BaseSubsidiary’s business activities; provided, however, that Licensee shall not be in breach of this obligation if a change discrepancy of five percent (5%) or more in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of Royalties paid to Licensor, which is in Licensor’s favor, is discovered during an audit, the royalty payable to Grupo TelevisaCompany shall reimburse Licensor for all of its costs and expenses reasonably incurred in connection with such audit. If such a discrepancy in Licensor’s favor is discovered during an audit, or otherwise by the Company, the Company shall immediately pay Licensor the full amount of such discrepancy, with interest calculated in each case accordance with the terms of Section 5.3. If a discrepancy in all respects material to the Company’s favor is discovered during an audit, Licensor shall credit the full amount of such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate discrepancy against any Royalties owed to Licensor in and, if no further Royalties are owed to Licensor at the form of Schedule 9 hereto attesting that time such discrepancy is discovered, Licensor shall reimburse the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to Company the Royalty Base. Licensee shall pay for the preparation full amount of such certificates and their delivery to Licensordiscrepancy. The audit rights set out in this Section 5.5(a) shall survive termination or expiration of this Agreement for a period of three (3) years after such termination or expiration.

Audit Rights. The computation of the annual Royalty Base will be reviewed within ninety (90) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s At any time during normal business hours and upon reasonable notice, ThermoLase, or an independent certified public accounting firm in connection with accountant designated by ThermoLase, shall have the right, at ThermoLase's expense, to audit and inspect the Financial Records at the offices of Licensee’s consolidated financial statementsFranchisee for the purpose of verifying the accuracy thereof and the payment of Royalties required to be made by Franchisee under the terms of this Agreement. By the one hundred and eightieth (180th) day of each fiscal yearIf, such accounting firm will deliver as a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance result of such reports audit or inspection, ThermoLase shall determine that the Royalties paid by independent certified public accounting firms) attesting Franchisee to ThermoLase with respect to the accuracy period covered by such audit or inspection are less than the Royalties payable hereunder by Franchisee to ThermoLase with respect to said period, ThermoLase shall promptly furnish to Franchisee a copy of such audit or inspection report (the Royalty Base computation, including any Allocations contained therein, and "Deficiency Report") setting forth the amount of the royalty payable to Licensordeficiency (the "Deficiency") and showing, in all respects material reasonable detail, the basis upon which the Deficiency was determined. Franchisee shall pay to ThermoLase, within thirty (30) days following receipt of the Deficiency Report a sum equal to the Deficiency together with interest thereon at the lesser of 1.5% per month or the maximum rate allowed by applicable law, calculated from the date when such Royalty Baseamount was originally due through the date of payment. If the Deficiency is an amount equal to or greater than five percent (5%) of the amounts payable by Franchisee to ThermoLase with respect to the period covered by such audit or inspection, Franchisee shall promptly reimburse ThermoLase upon demand for the reasonable cost of such audit or inspection. ThermoLase shall exercise the same degree of care to safeguard the confidentiality of the Financial Records as ThermoLase would exercise in safeguarding its own similar confidential information; provided, however, that Licensee ThermoLase shall not be entitled to use the Financial Records in breach of any proceeding to enforce its rights pursuant to this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and Agreement or as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensormay be otherwise required by law.

Audit Rights. The computation of GSK will permit an independent public accountant designated by Myogen and reasonably acceptable to GSK (the annual Royalty Base will be reviewed within ninety "Auditor"), to have access, no more than once in each Calendar Year, during regular business hours and upon at least thirty (9030) days of calendar days' prior written notice, to GSK's records and books, and GSK's Affiliates' and Sublicensees' records and books, to the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate extent necessary to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to determine the accuracy of GSK's Net Sales reported, and Royalty payments made, by GSK to Myogen pursuant to this Section 9.3 within the [..**..] period immediately preceding such an audit. If such examination by the Auditor results in a determination that GSK's Net Sales or Royalty Base computationpayments owed to Myogen by GSK have been understated, including any Allocations contained thereinunpaid amounts due will be paid by GSK to Myogen promptly. If such examination results in a determination that GSK's Net Sales or Royalty payments owed to Myogen by GSK have been overstated, overpaid amounts due will be re-paid by Myogen to GSK promptly. The fees and expenses of such Auditor will be paid by Myogen unless GSK's Net Sales have been understated, or that payments owed to Myogen by GSK have been underpaid, by more than [..**..] for the period examined, in which case GSK will pay all reasonable costs and expenses of the Auditor incurred by Myogen in the course of making such determination. The Auditor will report to Myogen only its conclusions as to whether GSK is in compliance with its Royalty obligations and the amount of any underpayment or overpayment, and such report and the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, conclusions contained therein will constitute GSK Confidential Information. In addition to the extent practicable foregoing, if Myogen's auditors, as part of an audit of Myogen, require an understanding and as promptly as practicablereview of GSK's accounting controls and processes, obtain GSK will use Commercially Reasonable Efforts to assist such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide auditors with such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensorrequired review.

Audit Rights. The computation of (i) Leap shall have the annual Royalty Base will be reviewed within ninety right during the [***] period described in Section 9.10(a) to (90a) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s appoint at its expense an independent certified public accounting firm in connection with accountant of nationally recognized standing (the “Accounting Firm”) reasonably acceptable to BeiGene to audit the relevant records of Licensee’s consolidated financial statements. By the one hundred BeiGene and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate its Affiliates to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and 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 royalty payable applicable sublicensee and (ii) provide the results of such audit to LicensorLeap. BeiGene 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, in all respects material upon reasonable notice from Leap, solely to such Royalty Base; provided, however, that Licensee 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 breach a particular period and may cover a period ending not more than [***] prior to the date of such request. All records made available for audit pursuant to this obligation Section 9.10(b) shall be deemed to be Confidential Information of BeiGene. The results of each audit, if a change any, shall be binding on both Parties. If the amount of any payment hereunder was underreported, BeiGene shall promptly (but in the rules governing such accounting firm’s profession results in the issuance any event no later than [***] after its receipt of the certificate being prohibited for reasons outside LicenseeAccounting Firm’s controlreport so concluding) make payment to Leap of the underreported amount. Leap shall bear the full cost of an audit that it conducts pursuant to this Section 9.10(b) unless such audit discloses an under reporting by BeiGene of more than [***] percent ([***]%) of the aggregate amount of the payments hereunder reportable in any Calendar Year, in which case Licensee shall, to BeiGene shall reimburse Leap for the extent practicable and as promptly as practicable, obtain reasonable audit fees for such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisaaudit, in each case in all respects material addition to such Royalty Base, paying the underreported amount.89 85 Competitive Information – Financial Provisions and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty BaseCommercially Sensitive Terms. Licensee shall pay for the preparation of such certificates and their delivery to Licensor86 Competitive Information – Commercially Sensitive Terms. 87 Competitive Information – Commercially Sensitive Terms. 88 Competitive Information – Commercially Sensitive Terms.

Audit Rights. The computation At any time until the expiration of one year after the final payment under the PO or Order, Xxxxx Xxxxx may audit Supplier records and inspect Supplier’s facilities related to the PO or Order in order to: (i) evaluate Supplier’s quality and food protection procedures and compliance with applicable specifications and manuals (“Quality Audit”), (ii) evaluate Supplier’s compliance with the Xxxxx Xxxxx Supplier Guiding Principles as referenced in Section 24 below (“CSR Audit”), and (iii) verify that pricing, pass-through costs, reimbursable expenses, or other financial provisions conform to the PO or Order (“Financial Audit”). Audits may be conducted by Xxxxx Xxxxx or third-party auditors, as determined by Xxxxx Xxxxx, and Supplier will not request that any auditor sign an additional agreement in order to conduct the audit. Xxxxx Xxxxx may also require that Supplier complete a questionnaire either in lieu of or in advance of an audit or that Supplier register with and submit information to a third-party that Xxxxx Xxxxx has selected to manage audit information. For CSR Audits and Quality Audits, Xxxxx Xxxxx will bear its own internal costs, and Supplier will bear its own internal costs and all other audit costs (including those of any third-party auditor). For Financial Audits, Xxxxx Xxxxx will bear its own internal costs and the cost of the annual Royalty Base will be reviewed within ninety (90) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal yearauditors, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes unless Xxxxx Xxxxx discovers any deficiency or non-compliance as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s controlPO or Order, in which case Licensee shall, to Supplier will promptly pay any overcharges and reimburse Kraft Heinz’s reasonable audit costs. In the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm event of national standing (it being understood that if as a result finding of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisadeficiency or non-compliance, in each case addition to any other right or remedy of Xxxxx Xxxxx, Supplier will promptly take all corrective action that Xxxxx Xxxxx reasonably requires and Xxxxx Xxxxx or its representative may audit Supplier’s facilities or records as often as reasonably necessary to verify correction. Xxxxx Xxxxx may suspend performance under the PO or Order until any deficiency or non-compliance is corrected, in all respects material addition to such Royalty Baseother remedies Xxxxx Xxxxx may have. If Supplier refuses any audit, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty BaseXxxxx Xxxxx can withhold payment. Licensee shall pay for the preparation of such certificates and their delivery to Licensor14.

Audit Rights. The computation Astellas shall have the right to inspect and audit CPC’s books and records, at the location(s) where the books and records are maintained by CPC, relating to the Other Programs for purposes of ascertaining the accuracy of Astellas’ payments to CPC under this Article 4, provided that any (i) such audit shall take place by (and no later than) one (1) year after the expiration or termination of this Agreement, (ii) once such an inspection and audit of the annual Royalty Base will be reviewed within ninety (90) days books and records of the end of each fiscal year (commencing CPC for a given time period has been completed and any discrepancies or potential discrepancies identified in such audit with fiscal year 2011) by Licensee’s independent certified public accounting firm 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 Licensee’s consolidated financial statements. By doubt, the one hundred books and eightieth (180th) day of each fiscal year, such accounting firm will deliver records for a certificate to Licensor in the form of Schedule 7 hereto (with such changes as given time period may be required due reviewed more than once during an audit to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to verify the accuracy of the Royalty Base computation, including any Allocations contained thereinrelevant 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 amount normal business hours of CPC upon at least thirty (30) days advance 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 royalty payable to Licensorrelevant payments were accurate, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in or the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to why the accuracy of the Royalty Base computation relevant payments could not be determined, and any recommended actions needed to ensure the accuracy of relevant future payments, and (b) if the payments were not accurate, the amount of any under- or over-payment, as well as detail concerning the royalty payable nature, scope and circumstances of the discrepancy so that such discrepancy can be equitably resolved. With respect to Grupo Televisaaudits of financial and accounting records, the results of such audits shall be delivered in each case in writing to Astellas and CPC. Astellas shall bear the 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 respects material reasonable out-of-pocket costs paid to Third Parties relating to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee audit shall pay for the preparation of such certificates and their delivery to Licensorbe paid by CPC.

Audit Rights. The computation You will keep and maintain at your executive offices, for a period of two (2) years following the expiration or earlier termination of this XXXX, all of the annual Royalty Base will be reviewed within ninety files, records and books of accounts relating to Your access and use of the Service (90prepared in the ordinary course of Your business) that contain information and data reasonably required to verify Your continuing full compliance with all of the provisions this XXXX. Subject to Government security requirements, You shall permit SHN, upon thirty (30) days prior written notice and during normal business hours to review and audit (or make arrangements to have an independent auditor, as designated by SHN, review and audit Your relevant files, records and books of accounts) and to take extracts therefrom and make copies thereof for the end purpose of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection verifying Your compliance with the audit terms and conditions of Licensee’s consolidated financial statements. By the one hundred this Agreement SHN and/or its designated auditor will only have access to those files, records and eightieth (180th) day books of each fiscal yearaccounts that are reasonably necessary to confirm Your compliance with this XXXX and any related exhibit, such accounting firm will deliver a certificate to Licensor in the schedule, order and/or other form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting written agreement relating to the accuracy parties’ relationship and/or the subject matter of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Basethis XXXX; provided, however, that Licensee You shall not provide SHN and/or its designated auditor with such other information as is reasonably requested in order to enable Your compliance and fulfillment to be accurately ascertained. All information disclosed to SHN and/or its designated auditor pursuant to this Section shall be maintained in breach strict confidence in accordance with the confidentiality provisions of this obligation if a change in the rules governing XXXX. Any such accounting firmreview and/or audit will be undertaken at SHN’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s controlexpense. Additionally, in which case Licensee shall, to the extent practicable You acknowledge and as agree that You shall promptly as practicable, obtain correct any noncompliance that is revealed or otherwise disclosed by any such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensoraudit.

Audit Rights. The computation (i) Provided that no Event of Default has occurred and is continuing and no event has occurred and is continuing which with the annual Royalty Base will giving of notice or the passage of time, or both, would constitute an Event of Default, Tenant shall have the right, utilizing either its own staff or an independent certified public accounting firm of regional or national standing that is not engaged on a contingent fee basis (such accounting firm is herein referred to as “Tenant’s CPA”), to audit Landlord’s books and records pertaining to taxes, Operating Expenses, Electrical Expenses, Common Area Janitorial Expenses and Insurance Expenses (collectively, “Complex Expenses”) as provided in this subparagraph (b). Any audit of Complex Expenses for a particular calendar year during the Term must be reviewed completed within ninety (90) days after Tenant’s receipt of the end applicable Annual Expense Statement and may only be commenced on a date that is not sooner than 20 days after Landlord’s receipt of each fiscal year written notice of Tenant’s intent to conduct the applicable audit and will be conducted at Tenant’s sole cost and expense. Tenant will deliver to Landlord the written results of any audit of all or any portion of Complex Expenses within ten (commencing with fiscal year 201110) days after Tenant produces or receives the same and in any event prior to the 90th day after Tenant’s receipt of the applicable Annual Expense Statement, and Tenant’s failure to do so shall constitute an Event of Default until such time as the applicable audit results have been delivered to Landlord. Tenant will also pay to Landlord, within ten (10) days after its receipt of an invoice or invoices therefor, the amount of costs and/or expenses, if any, actually incurred by Licensee’s independent certified public accounting firm Landlord in connection with the any audit of Licenseeconducted by Tenant or Tenant’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to LicensorCPA.

Audit Rights. The computation Upon [REDACTED] days' written notice to Xxxxxxx Pharma, Lynx shall have the right to have a certified accountant acceptable to Xxxxxxx Pharma or its Affiliate (as applicable) audit Xxxxxxx Pharma's, its Affiliates' and/or its Sublicensees' records to confirm that all payments made hereunder are accurate. Any audit performed pursuant to this subsection shall take place during regular business hours at Xxxxxxx Pharma's principal place of business or at any other location where Xxxxxxx Pharma may make the annual Royalty Base will be reviewed within ninety (90) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Baseapplicable records available; provided, howeverhowever that access to Xxxxxxx 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 Xxxxxxx Pharma's, its Affiliates' and/or its Sublicensees' (as applicable) business or operations. Access to Xxxxxxx Pharma's, its Affiliates' and/or its Sublicensees' records shall be limited to such records (or the relevant portion thereof) as are reasonably required to determine that Licensee payments made under this Agreement are accurate (or if such payments are not accurate then to determine the proper payment amount) and Lynx and/or its certified public accountant shall not execute such confidentiality agreements with respect to such access as Xxxxxxx Pharma, its Affiliates and/or its Sublicensees may request. Any amounts showed to be in breach of this obligation owed to Lynx shall be immediately paid with interest at [REDACTED] per month (or the maximum amount allowed by law, if a change in less) from the rules governing day such accounting firm’s profession results in amounts were first due until paid. In addition, if the issuance audit shows underpayment by [REDACTED] or more of the certificate being prohibited for reasons outside Licensee’s controlamounts due during the audited period, Xxxxxxx Pharma shall pay Lynx's reasonable CONFIDENTIAL TREATMENT REQUESTED 32. expenses in which case Licensee shallhaving such audit conducted. Xxxxxxx Pharma shall have a reciprocal right to audit Lynx's records, under similar provisions, to determine if the extent practicable and as promptly as practicableFully Burdened Costs used in Section 6.3 are accurate. In the event any such audit shows that Xxxxxxx Pharma overpaid Lynx hereunder, obtain Lynx shall repay such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of overpayment with interest at [REDACTED] per month (or the royalty payable to Grupo Televisamaximum amount allowed by law, in each case in all respects material to such Royalty Base, and if less) from the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation date of such certificates and their delivery overpayment until the date it is repaid to LicensorXxxxxxx Pharma.

Audit Rights. The computation Upon the written request of Lexicon, TIGM shall permit an independent certified public accountant selected by Lexicon and acceptable to TIGM, which acceptance shall not be unreasonably withheld, to have access, at reasonable times and during normal business hours, to such records of TIGM and its Affiliates as may be reasonably necessary to verify the accuracy of the annual Royalty Base will royalty reports described herein, in respect of any fiscal year ending not more than twenty-four (24) months prior to the date of such request. Lexicon and TIGM shall use commercially reasonable efforts to schedule all such verifications within forty-five (45) days after Lexicon makes its written request. All such verifications shall be reviewed conducted not more than once in, or with respect to, each calendar year. The report of Lexicon's independent certified public accountant shall be made available to both parties. In the event Lexicon's independent certified public accountant concludes that additional royalties were owed to Lexicon for such period, the additional royalties shall be paid by TIGM within ninety thirty (9030) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s date Lexicon delivers to TIGM such independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statementsaccountant's written report so concluding, unless such report contains manifest error. By the one hundred and eightieth (180th) day of each fiscal year, The fees charged by such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firmsaccountant shall be paid by Lexicon unless such audit discloses an underpayment of more than five percent (5%) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and amount due under this Agreement for the amount of the royalty payable to Licensor, period in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s controlquestion, in which case Licensee shall, to TIGM will bear the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation full cost of such certificates audit. Lexicon agrees that all information subject to review under this Section 4.3.3 is confidential and their delivery that Lexicon shall cause its independent certified public accountant to Licensorretain all such information in confidence.

Audit Rights. The computation Landlord shall maintain books and records showing Expenses and Taxes in accordance with generally accepted accounting principles in the commercial real estate industry, consistently applied, as adjusted based on the specific terms of this Lease (as applicable), and as customarily adjusted for the operation of “Comparable Buildings” in the “Submarket” (as such terms are defined in Section 8.A. below). Tenant shall have the right, at its expense (except as expressly set forth below), to examine or to have its "Representatives" (hereinafter defined) audit Landlord's accounting records relative to Expenses and Taxes for any calendar year falling in whole or in part during the Term, during normal business hours, at any time within one hundred twenty (120) days following the furnishing to Tenant of the annual Royalty Base will be reviewed statement(s) of such Expenses or Taxes (as the case may be) for the applicable calendar year. Unless Tenant shall take written exception to any item of Taxes or Expenses, specifying in detail the reasons for such exception as to a particular item within ninety one hundred twenty (90120) days after Tenant's receipt of Landlord's annual statement covering Expenses or Taxes (as the end case may be), Landlord's statement of each fiscal year (commencing with fiscal year 2011) Expenses or Taxes, as applicable, shall be considered as final and accepted by Licensee’s Tenant. For purposes hereof, the term "Representatives" shall mean a nationally or regionally recognized independent certified public accounting firm licensed to do business in the State of Illinois. If and to the extent that Tenant engages a Representative to audit Landlord's records pursuant to this Section 5.E., then, prior to such audit, Tenant shall cause such Representative to execute and deliver to Landlord a commercially reasonable form of confidentiality agreement relative to maintaining the confidentiality of all information obtained in the course of any such audit. Further, prior to Tenant examining Landlord's records or engaging any Representative to conduct any such audit, Tenant shall execute and deliver to Landlord a commercially reasonable form of confidentiality agreement relative to maintaining the confidentiality of all information obtained in the course of any such examination or audit. Tenant shall not retain its Representatives on a contingent fee basis. In the event any such audit conducted by Tenant's Representatives (herein, a "Tenant Audit") determines that either (1) Landlord's statement of Expenses overstated Tenant's Additional Rent attributable to such items from the actual amount so required hereunder for any calendar year by an amount in excess of five percent (5%), or (2) Landlord's statement of Taxes overstated Tenant's Additional Rent attributable to such items from the actual amount so required hereunder for any calendar year by an amount in excess of five percent (5%), then Landlord shall be responsible for the payment of reasonable out-of-pocket audit fees incurred by Tenant under this Section 5.E. relative to the audit of such Landlord's Expense statement or Landlord's Tax statement (as the case may be), which payment shall be due within thirty (30) days after Tenant's demand therefor. In the event any such Tenant Audit does not result in such a determination that Landlord's Expense statement or Landlord's Tax statement, as the case may be, overstated Tenant's Additional Rent attributable to such items for such calendar year by more than five percent (5%), then Tenant shall be responsible for all such fees incurred by Tenant in connection with the audit Tenant Audit. Notwithstanding any exception made by Tenant, Tenant shall pay Landlord the full amount of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal yearits Additional Rent as determined by Landlord, subject to readjustment at such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with time as any such changes as exception may be resolved (i.e., either by agreement of Landlord or by final determination of a court of competent jurisdiction in favor of Tenant). In the event any such Tenant Audit determines that Landlord’s statement of Expenses or Taxes overstated Tenant’s Additional Rent attributable to such items from the actual amount so required due to a change hereunder for any calendar year by an amount in accounting firm or due to a change in rules governing excess of five percent (5%), and if Landlord does not accept the issuance results of such reports by independent certified public accounting firmsTenant Audit and thereupon refund (or commence credit against Additional Rent thereafter due and owing hereunder), within thirty (30) attesting days after Tenant delivery of such Tenant Audit to the accuracy of the Royalty Base computationLandlord and Tenant’s demand for such refund or credit, including any Allocations contained therein, and the amount of such overpayment as determined by Tenant’s Audit, then, if it is finally determined, as provided in the royalty payable preceding sentence, that Tenant was overbilled with respect to LicensorExpenses or Taxes by more than five percent (5%), Landlord shall promptly reimburse Tenant an amount equal to the amount that Tenant was so overbilled, and, in addition, Landlord shall pay Tenant interest at the Prime Rate (as defined in Section 5.C. above) on the amount so overbilled, accruing for the period commencing on the date when such final determination is made and ending on the date on which Tenant is fully reimbursed for Tenant's overpayment thereof. Landlord shall maintain its books and records showing Taxes and Expenses for a period of not less than two (2) years following the date Landlord delivers to Tenant its annual statement(s) of Taxes and Expenses for the applicable year. The books and records shall be available for review by Tenant and/or Tenant's Representatives at all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in reasonable times within the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time foregoing 120-day period, the chief financial officer of Licensee will deliver a certificate upon Tenant's reasonable prior request therefor to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to LicensorLandlord.

Audit Rights. The computation of Each Party shall, at its expense (except as provided below), have the annual Royalty Base will be reviewed within ninety right to audit, not more than once during each calendar year, upon thirty (9030) days of the end of each fiscal year (commencing prior notice and during regular business hours, any records pertaining to a Collaboration Product and any payments under this Agreement to determine with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal respect to any calendar year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of any report or payment made under Article 7 in the Royalty Base computation[***]. If the auditing Party desires to audit such records provided by the other Party, including the auditing Party shall engage an independent, certified public accountant reasonably acceptable to the audited Party, to examine such records under obligations of confidentiality no less protective as those set forth in Article 10. Such accountant shall be instructed to provide to Epirus and Livzon a report verifying any Allocations contained thereinreport made or payment submitted by the audited Party during such period, and but shall not disclose to the amount auditing Party any Confidential Information of the royalty payable to Licensor, in all respects material to audited Party not necessary therefor. The expense of such Royalty Baseaudit shall be borne by the auditing Party; provided, however, that, if an error resulting in underpayment by the audited Party of more than the greater of (a) [***] of the amount that Licensee should have been paid or (b) [***] is discovered, then the expenses of conducting such audit shall be paid by the audited Party; provided further that the total expense to be borne by the audited Party shall not be in breach of this obligation if a change exceed [***]. Any underpayment discovered in the rules governing such accounting firm’s profession results in conduct of any audit shall be paid to the issuance auditing Party within [***] after receipt of the certificate being prohibited for reasons outside Licenseeaccountant’s control, in which case Licensee shall, report. Any overpayment shall be reimbursed to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result audited Party within [***] after receipt of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains accountant’s report. No auditors engaged in effect, Licensee any audits under this Section 7.6.2 shall have no further obligations regarding such certificate)be paid on a contingency basis. Within Any Information received by the same time period, [***] Certain information in this document has been omitted and filed separately with the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting Securities and Exchange Commission. Confidential treatment has been requested with respect to the accuracy omitted portions. auditing Party pursuant to this Section 7.6.2 shall be deemed to be Confidential Information of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensoraudited Party.

Audit Rights. The computation No more than once per calendar quarter, Buyer will be entitled to conduct an audit of Supplier solely to verify Supplier’s consistent application of the annual Royalty Base pricing methodologies provided for under this Agreement with respect to sales of Packaging. Such audit will be reviewed within ninety conducted by a third-party independent auditor that is a nationally-recognized accounting firm (90the “Auditor”) days designated by Buyer and subject to the approval of Supplier, which approval will not be unreasonably withheld. Supplier will provide the Auditor with access to its books and records only to the extent necessary to confirm Supplier’s consistent application of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection pricing methodologies under this Agreement. In the event that the Auditor determines that such pricing is not compliant with the audit of Licensee’s consolidated financial statements. By pricing methodologies set forth in this Agreement, Supplier and Buyer shall true up (positive or negative) any discrepancies between the one hundred actual amounts charged for Packaging and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate the amounts that should have been charged under the applicable pricing methodologies prior to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance date of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty BaseAudit; provided, however, that Licensee no true up will be required unless the aggregate difference in the actual amounts charged and the amounts that should have been charged under the applicable pricing methodologies differ by more than one percent (1%) (a “Material Discrepancy”), with the full amount of any positive Material Discrepancy being paid to Buyer and the full amount of any negative Material Discrepancy being paid to Supplier. In the event any pricing discrepancy is identified by the Auditor, Supplier shall not modify the pricing charged by Supplier to be in breach compliant with the pricing methodologies of this obligation if a change in Agreement to the rules governing such accounting firm’s profession results in the issuance reasonable satisfaction of the certificate being prohibited for reasons outside LicenseeAuditor. Such audit shall be conducted at Buyer’s controlsole cost and expense unless a negative Material Discrepancy is identified by the Auditor, in which such case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee Supplier shall pay for the preparation cost and expense of such certificates the audit. Prior to conducting the audit the Auditor will enter into customary confidentiality obligations with Supplier with respect to Supplier’s information. In no event shall the Auditor share with Buyer any confidential or proprietary information of Supplier, including pricing information. [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and their delivery to LicensorExchange Commission.

Audit Rights. The computation Regen BioPharma shall permit an independent public accountant designated by Benitec Australia and reasonably acceptable to Regen 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 the annual Royalty Base will be reviewed within ninety this Agreement, during regular business hours and upon at least sixty (9060) days of written notice, to Regen BioPharma’s records and books to the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate extent necessary to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to determine the accuracy of the Royalty Base computation, including any Allocations contained thereinNet Sales reported, and payments made, by Regen BioPharma to Benitec Australia within the amount three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Regen BioPharma to disclose to Benitec Australia only (a) the accuracy of Net Sales reported and the basis for royalty payable and other payments made to LicensorBenitec Australia under this Agreement and (b) the difference, in all respects material to if any, such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable reported and as promptly as practicable, obtain such certificate paid amounts vary from an alternate accounting firm of national standing (it being understood that if amounts determined as a result of the rule changeaudit. If such examination results in a determination that Net Sales or payments have been misstated, no accounting firm over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than five percent (5%), the fees and expenses of national standing is able such accountant shall be paid by Regen BioPharma; otherwise the fees and expenses of such accountant shall be paid by Benitec. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Regen BioPharma and shall be subject to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificateSection 9 (Confidentiality). Within Regen BioPharma shall use commercially reasonable efforts to reserve the same time periodright to conduct audits of its sublicensees in a comparable manner to this Section 3.10 and if requested by Benitec Australia shall appoint an independent public accountant to conduct such audit, at Benitec Australia’s expense, unless the chief financial officer Net Sale of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisasublicensee are understated by greater than five percent (5%), in each which case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting Regen BioPharma shall ensure that the Advertising Packaged Sales Transaction Process has been made at arm’s-length fees and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation expenses of such certificates accountant shall be paid by the sublicensee. Regen BioPharma shall provide Benitec Australia with a copy of all audit reports of sublicensees under this Section 3.10, such reports shall be deemed Confidential Information of Regen BioPharma and their delivery shall be subject to LicensorSection 9(Confidentiality).

Audit Rights. The computation Each Party, through an independent, internationally recognized certified public accountant reasonably acceptable to the other Party, shall have the right to access and audit the other Party’s relevant books and records for the sole purpose of (a) with respect to Teva’s right to audit, verifying Licensee’s milestone and royalty payments to Teva due under this Agreement and the calculation of Net Sales upon which such milestone and royalty payments are calculated, and (b) with respect to Licensee’s right to audit, verifying the Supply Price charged by Teva pursuant to Section 7.4; such 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, and shall not include any books and records that were previously accessed pursuant to this Section 8.7. 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 Teva as the auditing Party, Licensee paid Teva the correct milestone and royalty payments due under this Agreement during the audit period and, in the case of Licensee as the auditing Party, Teva charged the correct Supply Price during the audit period and if not, any information necessary to explain the source of the annual Royalty Base will be reviewed within ninety (90) days of discrepancy. If such audit determines that the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred audited Party underpaid any amount properly due and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due determination is not subject to a change in accounting firm or due good faith dispute, then the audited Party shall promptly pay the other Party an amount equal to such underpayment. If such audit determines that the audited Party overpaid the other Party, then the other Party shall promptly issue a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting refund to the accuracy of the Royalty Base computation, including any Allocations contained therein, and audited Party in the amount of such overpayment. The auditing Party shall bear the royalty payable to Licensor, in all respects material to full cost of such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change audit unless such audit discloses (i) in the rules governing such accounting firm’s profession results case of Teva as the auditing Party, an underpayment of milestones or royalties by Licensee of more than ten percent (10%) of the amount due for the audited period, or (ii) in the issuance case of Licensee as the auditing party, an overcharge of the certificate being prohibited Supply Price by Teva of more than ten percent (10%) of the amount due for reasons outside Licensee’s controlthe audited period, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of audited Party shall bear the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation full cost of such certificates and their delivery to Licensoraudit.

Audit Rights. The computation (a) Either Party (the “Auditing Party”) may, upon written request to the other Party (the “Audited Party”), cause an internationally recognized independent accounting firm (which is reasonably acceptable to the Audited Party) (the “Auditor”) to inspect the relevant records of the annual Royalty Base Audited Party or its Affiliates to verify the royalties or revenue interest payable by such Audited Party under this Agreement, and the related reports, statements and books of accounts, as applicable; provided that, the Auditor may only inspect the relevant books and records of the Audited Party to verify sums payable under this Agreement by the Audited Party with respect to the [***] prior to the [***] in which such inspection request is made. Before beginning its audit, the Auditor will execute an undertaking acceptable to the Audited Party by which the Auditor shall agree to keep confidential all Confidential Information reviewed during such audit. The Auditor will disclose to the Auditing Party only its conclusions regarding any payments owed under this Agreement. On written request by Xxxxxxx, following a written request to Autolus by [***] to audit Autolus in accordance with [***], BioNTech shall, [***], provide to Autolus [***], provided that the foregoing obligations shall expire [***]. (b) The Audited Party shall make its relevant records available for inspection by such Auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from the Auditing Party. The records shall be reviewed within ninety (90) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate solely to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to verify the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee Audited Party’s payments under this Agreement. The Auditing Party shall not be exercise such inspection right more than once in breach any [***] and not more frequently than once with respect to records covering any specific period of this obligation if a change time. The Auditing Party shall hold in strict confidence all Confidential Information received and all Confidential Information learned in the rules governing such accounting firm’s profession results in the issuance course of the certificate being prohibited for reasons outside Licensee’s controlany audit or inspection, in which case Licensee shall, except to the extent practicable and as promptly as practicablenecessary to enforce its rights under this Agreement or to the extent required to comply with any law, obtain such certificate from an alternate accounting firm of national standing regulation or judicial order. (it being understood that if as a c) If the final result of the rule change, no accounting firm of national standing is able to provide such certificateinspection reveals an undisputed underpayment or overpayment by the Audited Party, then for so long as such rule change remains in effect, Licensee the underpaid or overpaid amount shall have no further obligations regarding such certificate)be settled [***]. Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee (d) The Auditing Party shall pay for the preparation fees and expenses of the Auditor, except that (i) BioNTech shall pay for such certificates fees with respect to audits initiated by Autolus if BioNTech is found to have underpaid Autolus by more than [***] of the amount that should have been paid for the audited period and their delivery (ii) Autolus shall pay for such fees with respect to Licensor.audits initiated by BioNTech if Autolus is found to have underpaid BioNTech by more than [***] of the amount that should have been paid for the audited period. 10.6

Audit Rights. The computation Subject to the other terms of this Section 11.11.2 (Audit Rights), during the Term, at the request of a Party (the “Auditing Party”), which will not be made more frequently than one (1) time per Calendar Year, upon at least [*] days’ prior written notice from the Auditing Party, and at the expense of the annual Royalty Base Auditing Party, the other Party (the “Audited Party”) will permit an independent, nationally-recognized certified public accountant selected by the Auditing Party and reasonably acceptable to the Audited Party (the “Auditor”) to inspect, during regular business hours, the relevant records required to be maintained by the Audited Party under Section 11.11.1 (Records); provided that such audit right will not apply to records beyond three (3) years from the end of the Calendar Year to which they pertain and 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 13 (Confidentiality) and limiting the disclosure and use of such information by such accountant to authorized representatives of the Parties and the purposes germane to Section 11.11.1 (Records). The Auditor will report to the Auditing Party 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 the Auditing Party. The Auditing Party will treat the results of the Auditor’s review of the Audited Party’s records as Confidential Information of the Audited Party subject to the terms of Article 13 (Confidentiality). In the event such audit leads to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party will, within forty-five (45) days after receipt of such report from the Auditor, pay any undisputed amount of the discrepancy. The Auditing Party will pay the full cost of the audit unless the underpayment of amounts due to the Auditing Party is greater than [*] of the amount due for the entire period being examined and such underpayment also exceeds [*], in which case the Audited Party will pay the reasonable cost charged by the Auditor for such review. Any undisputed overpayments by the Audited Party revealed by an examination will be reviewed paid by the Auditing Party within ninety forty-five (9045) days of the end of each fiscal year (commencing with fiscal year 2011) by LicenseeAuditing Party’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy receipt of the Royalty Base computation, including applicable report. Gilead will use Commercially Reasonable Efforts to include substantially similar rights as set forth in this Section 11.11.2 (Audit Rights) in any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Basesublicense agreement with its Sublicensee; provided, however, that Licensee shall not such sublicense agreement may provide that such audit be in breach conducted by Gilead, its Affiliate or an independent auditor designated by Gilead instead of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from by an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensorindependent auditor designated by Nurix.

Audit Rights. The computation Subject to the other terms of this Section 7.7.2, during the annual Royalty Base will Term and for a period of [***] years thereafter, at the request of Jounce, which shall not be reviewed within ninety made more frequently than [***] per Calendar Year other than for cause, upon at least [***] days’ prior written notice from Jounce, and at the expense of Jounce, Celgene shall permit an independent, nationally-recognized certified public accountant selected by Jounce and reasonably acceptable to Celgene (90each, an “Auditor”) days of to inspect, during regular business hours, the relevant records required to be maintained by Celgene under Section 7.7.1; provided, that such audit right shall not apply to records beyond [***] years from the end of each fiscal year (commencing the Calendar Year to which they pertain. Prior to its inspection, the Auditor shall enter into a confidentiality agreement with fiscal year 2011) by Licensee’s independent certified public accounting firm both Parties having obligations of confidentiality and non-use no less restrictive than those set forth in connection with Article 11 and limiting the audit of Licensee’s consolidated financial statements. By the one hundred disclosure and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance use of such reports information by independent certified public accounting firms) attesting the Auditor to the accuracy authorized representatives of the Royalty Base computationParties and the purposes germane to Section 7.7.1. Results of any such review shall be binding on both Parties absent manifest error. The Auditor shall report to Jounce only whether the particular amount being audited was accurate and, including if not, the amount of and reason for any Allocations contained thereindiscrepancy, and the Auditor shall not report any other information to Jounce. Jounce shall treat the results of any Auditor’s review of Celgene’s records as Confidential Information of Celgene subject to the terms of Article 11. In the event such audit leads to the discovery of a discrepancy to Jounce’s detriment, Celgene shall, within forty-five (45) days after receipt of such report from the Auditor, pay any undisputed amount of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee discrepancy. Jounce shall not be in breach of this obligation if a change in pay the rules governing such accounting firm’s profession results in the issuance full cost of the certificate audit unless the underpayment of amounts due by Celgene is greater than [***] percent ([***]%) of the amount due for the entire period being prohibited for reasons outside Licensee’s controlexamined, in which case Licensee shall, to Celgene shall pay the extent practicable and as promptly as practicable, obtain reasonable cost charged by the Auditor for such certificate from review. Any undisputed overpayments by Celgene revealed by an alternate accounting firm examination shall be paid by Jounce within [***] days of national standing (it being understood that if as a result Jounce’s receipt of the rule change, no accounting firm applicable report. This Section 7.7.2 shall survive any expiration or termination of national standing is able to provide such certificate, then this Agreement for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer a period of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensor[***] years.

Audit Rights. The computation of the Company, Xxxxx Holdings and their Subsidiaries shall maintain accurate records in sufficient detail to enable Xxxxx to verify annual Royalty Base will be reviewed within ninety (90) days of the end EBITDA of each fiscal Company Property in order to calculate royalties accrued under the Royalty License. Each of Company and Xxxxx Holdings hereby grants Xxxxx the right, two times per year during the term of this Agreement and for two (commencing with fiscal year 20112) by Licenseeyears after expiration or termination, to examine, audit and copy such records and books of account, either directly or through his representatives, upon reasonable written notice and during Company’s independent certified public accounting firm or Xxxxx Holdings’ regular business hours. If any such inspection reveals, in connection with Trump’s reasonable good faith judgment, any alleged underpayment of royalties, then Xxxxx shall notify Company and Xxxxx Holdings (such notice shall set forth, in reasonable detail, the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance calculation of such reports by independent certified public accounting firmsalleged underpayment of royalties and the total amount of such underpayment) attesting to the accuracy of the Royalty Base computationand Company, including any Allocations contained thereinXxxxx Holdings, and the amount Company Property whose use of the royalty payable Licensed Marks or Xxxxx likeness is the subject of such underpayment shall use their best efforts to Licensorresolve any such dispute with Xxxxx. If such dispute is not resolved within fifteen (15) days after receipt of notice of such underpayment, in all respects material the dispute shall be submitted to such Royalty Base; provided, however, that Licensee a neutral independent auditor acceptable to both parties (the “Independent Auditor”) for resolution. The Independent Auditor shall not determine (and written notice shall be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, given to the extent practicable Company, Xxxxx Holdings and Xxxxx) as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing but in any event within thirty (it being understood that if as a result 30) days of the rule changedate of which such dispute is referred to the Independent Auditor: (i) whether the amounts of EBITDA were prepared in accordance with the definition hereof and (ii) only with respect to the disputed items submitted to the Independent Auditor, no accounting firm whether and to what extent (if any) any amount of national standing royalties payable hereunder require adjustment. The determination of the Independent Auditor shall be final, conclusive and binding on the parties, and Xxxxx shall have the right to make and retain copies of any reports or other materials reviewed by the Independent Auditor in connection with the dispute. If any underpayment of royalties is able finally determined by the Independent Auditor to provide such certificatebe owed to Xxxxx, then for so long as such rule change remains in effectCompany, Licensee shall have no further obligations regarding such certificate). Within the same time periodXxxxx Holdings, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy any Company Property whose use of the Royalty Base computation Licensed Marks and/or Xxxxx likeness is the subject of such underpayment, and their respective Subsidiaries shall within five (5) days after receipt of notice from the Independent Auditor that such underpayment is in fact due remit to Xxxxx, and each shall be jointly and severally obligated to remit to Xxxxx, the amount of such underpayment. In addition, if the royalty payable amount of such underpayment of royalties is determined by the Independent Auditor to Grupo Televisaexceed five (5%) percent, in each case in all respects material to then Company, Xxxxx Holdings, such Royalty BaseCompany Property, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee their respective Subsidiaries shall pay (i) reimburse Xxxxx for the preparation full cost and expense of the Independent Auditor and the inspection and (ii) pay interest on amount of such certificates and their delivery to Licensorunderpayment at the rate of ten (10%) per annum.

Audit Rights. The computation of Each party shall have the annual Royalty Base will right to have mutually ------------ acceptable independent CPA auditors (which auditors shall not be reviewed 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 ninety thirty (9030) days of receipt by the end audited party of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with a written request from the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal yearauditing party to audit, such accounting firm will deliver during normal business hours, at a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Basetime mutually agreed upon; provided, however, that Licensee no audit of ICQ's accounting records may be conducted during the months of June through September. The cost of such an audit shall not be in breach of this obligation if borne by the auditing party unless a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s controlmaterial discrepancy is found, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result cost of the rule change, no accounting firm audit shall be borne by the audited party. A discrepancy shall be deemed material if it involves a payment or adjustment of national standing is able to provide such certificate, then for so long as such rule change remains more than five percent (5%) of the amount actually due from the audited party in effect, Licensee any given quarterly period. Neither party shall have no further obligations regarding such certificate)be audited more frequently than annually. Within Audits shall not interfere unreasonably with the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor audited party's business activities and shall be conducted in the form of Schedule 8 hereto attesting to audited party's facilities during normal business hours, at a time mutually agreed upon. An audit may cover any period; provided that: (i) the accuracy period has not been previously audited; and (ii) the period under audit is within a three year period immediately preceding the commencement of the Royalty Base computation and audit. The audited party shall promptly reimburse the auditing party for the amount of the royalty payable to Grupo Televisa, in each case in all respects material to any discrepancy arising out of such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting audit which indicates that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to auditing party is owed amounts hereunder as well as the Royalty Base. Licensee shall pay for costs of the preparation of such certificates and their delivery to Licensoraudit, if applicable, as provided above.

Audit Rights. The computation Provided that Tenant notifies Landlord in accordance with the terms of Paragraph 4(f) above that Tenant disputes a statement received from Landlord, Tenant or its CPA (as defined below) shall have the right, at Tenant’s sole cost and expense, provided that Tenant utilizes a Certified Public Accountant (the “CPA”) that is not compensated on a contingency basis, upon at least thirty (30) days’ prior notice to Landlord at any time during regular business hours to audit, review and photocopy Landlord’s records pertaining to Expenses for the immediately previous three (3) calendar years of the annual Royalty Base will be reviewed Term. Tenant shall complete the audit and present any disputed charges to Landlord, in writing, within ninety three (903) days months of commencing such audit. If Tenant fails to complete the audit and present any disputed charges to Landlord within the foregoing three (3) month period, then Tenant shall forfeit any rights to claim a refund, rebate, or return of the end Expenses set forth in the statement. If, following Landlord’s receipt of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By and any disputed charges (the one hundred and eightieth (180th) day of each fiscal year“Report Date”), such accounting firm will deliver a certificate to Licensor in Landlord disputes the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations findings contained therein, and Landlord and Tenant are not able to resolve their differences within thirty (30) days following the Report Date, the dispute shall be resolved by binding arbitration as follows: Landlord and Tenant shall each designate an independent certified public accountant, which shall in turn jointly select a third independent Certified Public Accountant (the “Third CPA”). The Third CPA, within thirty (30) days of selection, shall, at Tenant’s sole expense, audit the relevant records and certify the proper amount within. That certification shall be final and conclusive. If the Third CPA determines that the amount of Expenses billed to Tenant was incorrect, the royalty appropriate party shall pay to the other party the deficiency or overpayment, as applicable, within thirty (30) days following delivery of the Third Party CPA’s decision, without interest. Tenant agrees to keep all information thereby obtained by Tenant confidential and to obtain the agreement of its CPA and Third CPA to keep all such information confidential. Tenant shall provide a copy of such CPA agreements to Landlord promptly upon request. Notwithstanding anything herein to the contrary, if such certification by the Third CPA indicates that a refund owing Tenant exceeds the aggregate amount properly payable by Tenant pursuant to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach the terms of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing Lease by five percent (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate5%) or more, then for so long as Landlord shall reimburse Tenant at such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highestany reasonable out-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’sof-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensorpocket audit expenses.

Audit Rights. The computation NILE agrees to maintain the Records and to require any permitted Sublicensees to maintain the Records. “Records” mean complete and accurate records showing clearly all transactions that are relevant to any sales, costs, expenses and payments under this Agreement, to be kept in a manner consistent with generally accepted accounting principles and standard operating procedures. MAYO shall have the right, at its expense, through a certified public accountant or like person reasonably acceptable to NILE, to examine the records of NILE and its Sublicensees during regular business hours before the Termination or expiration of this Agreement and for three (3) years thereafter, provided that such examination shall not take place more often than once a year and shall be limited to a report on the accuracy of royalty statements and payments. If the audit report for any License Year discloses an underpayment discrepancy in royalties owed by NILE and royalties paid by NILE to MAYO that exceeds [***] of total Net Sales or Sublicense Revenue made until the date of completion of the annual Royalty Base will be reviewed audit, NILE shall pay the reasonable expense of the audit and pay to MAYO the entire amount of the discrepancy plus interest within ninety thirty (9030) days from the date upon which MAYO notified NILE of the discrepancy. Interest shall be computed at the rate which is the prime rate of Citibank N.A. (N.Y.) in effect at 9:00 a.m. on the day that MAYO notifies NILE of the discrepancy. Discrepancies in royalty payments for a License Year identified by the audit report amounting to less than [***] shall be paid by the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm the License Quarter in connection with which the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensorwas made.

Audit Rights. The computation Anthera shall keep (and, as applicable, shall cause its Affiliates and require its sublicensees to keep) complete and accurate books and records as are necessary to ascertain Anthera’s compliance with this Agreement, including such records as are necessary to verify royalty payments owed. Upon the written request of the annual Royalty Base will be reviewed within ninety (90) days of the end of Lilly and not more than once in each fiscal year (commencing with fiscal year 2011) by Licensee’s calendar year, Anthera shall permit an independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred nationally recognized standing selected by Lilly and eightieth (180th) day of each fiscal yearacceptable to Anthera, such accounting firm will deliver a certificate acceptance not to Licensor in be unreasonably withheld or delayed, at Lilly’s expense, to have access upon prior written notice during normal business hours to such of the form records of Schedule 7 hereto (with such changes Anthera as may be required due reasonably necessary to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to verify the accuracy of the Royalty Base computationroyalty reports hereunder for any year ending not more than [***] prior to the date of such request. Lilly shall submit an audit plan, including audit scope, to Anthera at least thirty (30) days prior to the commencement of such audit. The accounting firm shall disclose to Lilly only whether the reports are correct and the specific details concerning any Allocations contained thereindiscrepancies. No other information shall be shared. Lilly shall treat all financial information subject to review under this Section 3.8 as confidential, and shall cause its accounting firm to retain all such financial information in confidence. All amounts due as shown by the audit shall be paid within thirty (30) days following the receipt of the final audit report. If the audit shows that the royalty amounts paid by Anthera for the period audited are [***] less than the amount actually due for such period, Anthera shall pay [***] reasonable expenses of Lilly in conducting the royalty payable to Licensor, audit. Anthera will include in all respects material sublicenses granted in accordance herewith, and any other agreements enabling a Third Person to such Royalty Base; providedbe a seller of Licensed Products, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, an audit provision substantially similar to the extent practicable foregoing requiring such seller to keep full and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of accurate books and records relating to the rule change, no accounting firm of national standing is able Licensed Products and granting Lilly the right to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to audit the accuracy of the Royalty Base computation and information reported by the amount of the royalty payable to Grupo Televisasublicensee in connection therewith. * Confidential Information, in each case in all respects material to such Royalty Baseindicated by [***], and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length omitted from this filing and in good faith in all respects material to filed separately with the Royalty Base. Licensee shall pay for the preparation of such certificates Securities and their delivery to LicensorExchange Commission.

Audit Rights. The computation Provided Tenant notifies Landlord in accordance with the terms of Paragraph 4.5 above that Tenant disputes a statement received from Landlord, Tenant or its CPA (as defined below) shall have the right, at Tenant’s sole cost and expense, provided Tenant utilizes a Certified Public Accountant (the “CPA”) compensated solely on an hourly basis, upon at least thirty (30) days prior notice to Landlord at any time during regular business hours to audit, review and photocopy Landlord’s records pertaining to Expenses for the immediately previous calendar year only. Tenant shall complete the audit and present any disputed charges to Landlord, in writing, within six (6) months of receipt of Landlord’s statement pursuant to Paragraph 4.3.1. If Tenant fails to complete the audit and present any disputed charges to Landlord within the foregoing six (6) month period, then Tenant shall forfeit any rights to claim a refund, rebate, or return of the annual Royalty Base will be reviewed within ninety (90) days Expenses set forth in the statement. If, following Landlord’s receipt of the end of each fiscal year audit and any disputed charges (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By “Report Date”), Landlord disputes the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations findings contained therein, and Landlord and Tenant are not able to resolve their differences within thirty (30) days following the Report Date, the dispute shall be resolved by binding arbitration as follows: Landlord and Tenant shall each designate an independent certified public accountant, which shall in turn jointly select a third independent Certified Public Accountant (the “Third CPA”). The Third CPA, within thirty (30) days of selection, shall, at Tenant’s sole expense, audit the relevant records and certify the proper amount within. That certification shall be final and conclusive. If the Third CPA determines that the amount of Expenses billed to Tenant was incorrect, the royalty payable appropriate party shall pay to Licensorthe other party the deficiency or overpayment, in all respects material to such Royalty Base; providedas applicable, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance within thirty (30) days following delivery of the certificate being prohibited Third Party CPA’s decision, without interest. If the audit accurately indicates that Landlord’s determination of Expenses overstated the actual Expenses by at least five percent (5%), Landlord shall give Tenant a credit against future monthly Base Rent for reasons outside Licensee’s control, in which case Licensee shall, an amount equal to the extent practicable reasonable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result actual cost of the rule change, audit incurred by Tenant (provided that in no accounting firm of national standing is able to provide event shall such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificatecredit exceed $3,000.00). Within Tenant agrees to keep all information thereby obtained by Tenant confidential and to obtain the same time period, the chief financial officer agreement of Licensee will deliver its CPA and Third CPA to keep all such information confidential. Tenant shall provide a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation copy of such certificates and their delivery CPA agreements to Licensor.Landlord promptly upon request. XXXXXX #00000 x00 Xxxxxx Lease

Audit Rights. The computation of (i) Each Party (the annual Royalty Base will be reviewed within ninety “Auditing Party”) shall have the right during the [* * *] period described in Section 9.10(a) to (90A) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s appoint at its expense an independent certified public accounting firm in connection with accountant of nationally recognized standing (the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th“Accounting Firm”) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting reasonably acceptable to the accuracy other Party (the “Audited Party”) to audit the relevant records of the Royalty Base computation, including any Allocations contained therein, Audited Party and its Affiliates to verify that the amount of such payments were correctly determined and/or (B) require the royalty payable Audited Party to Licensor(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, in all respects material upon reasonable notice from the Auditing Party, solely to such Royalty Base; provided, however, that Licensee verify the payments hereunder were correctly determined. Such audit right shall not be exercised by the Auditing Party more than once in breach any Calendar Year nor more than once with respect to sales of a particular Licensed Product in a particular period and may cover a period ending not more than [* * *] prior to the date of such request. All records made available for audit pursuant to this obligation if a change in the rules governing such accounting firm’s profession results in the issuance Section 9.10(b) shall be deemed to be Confidential Information of the certificate being prohibited for reasons outside LicenseeAudited Party. The results of each audit, if any, 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 Accounting Firm’s controlreport so concluding) make payment to the Auditing Party of the underreported amount. The Auditing Party shall bear the full cost of an audit that it conducts pursuant to this Section 9.10(b) unless such audit discloses an under reporting by the Audited Party of more than [* * *] of the aggregate amount of the payments hereunder reportable in any Calendar Year, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain Audited Party shall reimburse the Auditing Party for the reasonable audit fees for such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisaaudit, in each case in all respects material addition to such Royalty Base, and paying the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensorunderreported amount.

Audit Rights. The computation LaserMark II System will be equipped with a counter that will register each unit produced by Affiliate. Affiliate agrees that CUSA shall have the right to check the counter during Affiliate's normal business hours at any time during the term of this Agreement. Additionally, Affiliate shall keep and maintain accurate books of account and records covering all transactions relating to this Agreement. CUSA or its designee CRYSTALIX USA GROUP 0000 Xxxxx Xxxxxxx Xx#114, Las Vegas, NV 89118 Tel: 000.000.0000 Fax 000.000.0000 Web: XXX.XXXXXXXXXXXX.XXX Email: xxxx@xxxxxxxxxxxx.xxx 021104 shall be entitled to (i) audit and inspect such books and records at any time or times during or after the Term during reasonable business hours and upon five (5) days prior written notice to Affiliate, and (ii) make copies and summaries of such books and records. All such books of account and records shall be retained by CUSA for a minimum of three (3) years after expiration or termination of this Agreement. If CUSA's duly authorized representative discovers a deficiency in the amounts paid to CUSA for any period under audit (an "Audit Deficiency"), Affiliate shall promptly pay such Audit Deficiency to CUSA and, if such Audit Deficiency is three percent (3%) or more of the annual Royalty Base will be reviewed within ninety (90) days of the end of each fiscal year (commencing with fiscal year 2011) amounts paid to CUSA for such audit period, Affiliate shall also reimburse CUSA for all costs and expenses incurred by Licensee’s independent certified public accounting firm CUSA in connection with such audit. In calculating costs for an internal auditor to perform such audit, CUSA shall xxxx its personnel costs incurred in performing such audit on an hourly basis at the hourly salaried rate of the personnel performing such services multiplied by a factor of 1.75. If such Audit Deficiency is twenty percent (20%) or more of the amounts paid to CUSA for such audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal yearperiod, such accounting firm will deliver a certificate to Licensor then in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting addition to the accuracy above, CUSA may, at its sole option, immediately terminate the Agreement upon notice to Affiliate, even if Affiliate tenders the Audit Deficiency and associated costs and expenses to CUSA. Without prejudice to any other rights of CUSA hereunder, time is of the Royalty Base computation, including any Allocations contained therein, essence regarding all payments due hereunder and the amount of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee Affiliate shall pay for interest on any Audit Deficiency, as well as on all delinquent payments hereunder, at two percent (2%) plus the preparation "prime rate" established by the Bank of America in Las Vegas, Nevada, compounded annually at the rate from time to time in effect and calculated from the date on which such certificates and their delivery to Licensorpayment was due.

Audit Rights. The computation Symantec may audit Your use of the annual Royalty Base Licensed Software and Maintenance to verify that Your usage complies with applicable Entitlement Confirmation(s), including without limitation through collection and use of Collected Data, self-certifications, on-site audits and/or audits done using a third party auditor. An audit will be reviewed within ninety done upon reasonable notice and during normal business hours, but not more often than once each year unless a material discrepancy was identified during the 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 Licensed Software. You further agree to keep records sufficient to certify Your compliance with this License Agreement, and, upon request of Symantec, provide and certify metrics and/or reports based upon such records and accounting for both numbers of copies (90by product and version) days and network architectures as they may reasonably relate to Your licensing and deployment of the end Licensed Software. If Your usage of each fiscal year the Licensed Software or Maintenance is not compliant, You will promptly submit an order within thirty (commencing 30) days, at Manufacturer’s Suggested Reseller Price (MSRP), or as mutually agreed upon with fiscal year 2011Symantec, applicable to Your use of the Licensed Software or Maintenance in excess of Your entitlement rights including, but not limited to software license fees , new and lapsed Maintenance fees, and reinstatement costs. Lapsed Maintenance or excess subscription fees will be calculated at a minimum of one (1) year, unless an accurate calculation can be determined. Symantec reserves the right to charge interest at the rate of one and one-half percent (1½%) per month or the highest interest rate allowed by Licensee’s independent certified public accounting firm in connection with law, whichever is lower, from the date on which such amount became due. Symantec shall bear the costs of any such audit, except where the audit demonstrates that the MSRP value of Licensee’s consolidated financial statements. By the one hundred and eightieth Your non- compliant usage exceeds five percent (180th5%) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount MSRP value of the royalty payable to LicensorYour compliant deployments. In such case, in all respects material addition to such Royalty Base; providedpurchasing appropriate licenses and Maintenance for any over-deployed Licensed Software, however, that Licensee You shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay reimburse Symantec for the preparation of such certificates and their delivery to Licensorcosts for the audit.

Audit Rights. The computation Licensee shall maintain adequate records evidencing its Use and licensing of the annual Royalty Base will be reviewed Software pursuant to this Agreement and for two (2) years following termination or expiration hereof. Upon COREL's written request, Licensee shall, within ninety seven (907) days of the end date of each fiscal year (commencing such request, provide COREL with fiscal year 2011) a statement signed by an authorised officer or representative of Licensee evidencing Licensee’s independent certified public accounting firm 's current Use of Software. During the Term of this Agreement, but no more often than once per annual period or more frequently if COREL has reason to believe that Licensee is not in connection compliance with the licensing or reporting provisions of this Agreement, COREL may, at its own expense and upon not less than forty-eight (48) hours' prior written notice, audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy 's Use of the Royalty Base computation, including any Allocations contained therein, and Software. If the amount audit shows that Licensee has understated its Use of the royalty payable to LicensorSoftware, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach immediately purchase, from COREL or an Academic Reseller, sufficient licenses to support the actual Use. If Licensee has understated its Use by more than five percent (5%) or permitted Use by non-Authorised Users, Licensee shall also pay the reasonable expenses of the audit. Within one (1) year of expiration or termination of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s controlAgreement, in which case upon COREL's written request, Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing within seven (it being understood that if as a result 7) days of the rule changedate of such request, no accounting firm provide COREL with a statement signed by an authorised officer or representative of national standing Licensee evidencing Licensee's removal of all copies of the Software from all computers, including Home Use computers. If COREL has reason to believe that Licensee is able not in compliance with the removal of all software, COREL may, at its own expense and upon not less than forty-eight (48) hours' prior written notice, audit Licensee's Use of the Software. If the audit shows that Licensee has failed to provide such certificate, then for so long as such rule change remains in effectremove the Software from all computers, Licensee shall have no further obligations regarding immediately purchase, from COREL or an Academic Reseller, sufficient licenses to support the actual Use and pay for such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting license retroactive to the accuracy date the Software should have been removed. If it is found that the Licensee has not removed all Software, Licensee shall also pay the reasonable expenses of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensoraudit.

Audit Rights. The computation Tenant shall have the right, at its sole cost and expense, to perform an audit on any of the annual Royalty Base will be reviewed reports provided by Management Company, and Management Company agrees to reasonably cooperate with any such audit. Subject to Legal Requirements, Tenant shall have access to Management Company’s books and records relating to the Community and shall have the right to audit such books and records, including, with respect to any reports furnished by Management Company to Tenant pursuant to the terms of this Agreement, during the period of this Agreement and for a period of five (5) years after termination of this Agreement. Subject to Legal Requirements, Tenant also reserves the right, upon reasonable notice and during business hours, to perform any and all additional audits relating to Management Company’s activities either at the Community or at Management Company’s office located at 00000 Xxxxxx Xxxxx, Xxxxxx Xxxx, Xxxxxxx 00000. If Tenant’s employees or agents discover either weaknesses in internal control or material errors in record keeping, Management Company shall correct such discrepancies either upon discovery or within ninety (90) days a commercially reasonable period of time using diligent, efforts to remedy same and Management Company shall make any reasonable process changes to correct internal control weaknesses and to ensure any material errors in record keeping do not reoccur. Management Company shall inform Tenant in writing of the end action taken to correct such audit discrepancies. If Management Company fails to correct such material weaknesses or significant deficiencies in internal controls or material errors in record keeping, Tenant shall have the right to (i) require Management Company to outsource the necessary accounting functions to Tenant-approved third-party service providers or (ii) terminate this Agreement. Any and all such audits conducted either by Tenant’s employees or agents shall be at the sole expense of each fiscal year (commencing with fiscal year 2011) Tenant. However, if an audit reveals any material weaknesses or significant deficiencies in internal controls as defined by Licensee’s independent certified public accounting firm the Public Company Accounting Oversight Board, any material errors in connection with record keeping, any misappropriation of funds by Management Company, its agents or employees or if the audit of Licensee’s consolidated financial statements. By reveals that the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor net cash flow from the Community for the period audited exceeded the net cash flow reported by Management Company in the form of Schedule 7 hereto (with such changes as may be required due reports submitted to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting Tenant pursuant to the accuracy terms of this Agreement for such period by 3%, the cost of the Royalty Base computation, including any Allocations contained therein, and audit shall be borne by Management Company. Tenant’s right to require Management Company to pay the amount cost of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee audit under these circumstances shall not be in breach of addition to any other rights or remedies that Tenant may have under this obligation if a change Agreement or in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensorlaw or equity.

Audit Rights. The computation LICENSEE shall keep, and shall cause its AFFILIATE(S) and SUBLICENSEE(S) to keep, full, true, and accurate books of account containing all particulars in accordance with LICENSEE's normal accounting procedures then in effect for the annual Royalty Base will purpose of showing the amount payable to SKI by way of royalty as aforesaid or by way of any other provision hereunder. Said books of account shall be reviewed within ninety kept at LICENSEE's (90or if sales by a SUBLICENSEE, at the SUBLICENSEE's) days principal place of business. Said books and the supporting data shall be maintained and kept open during reasonable business hours, for five (5) years following the end of each fiscal the calendar year to which they pertain (commencing with fiscal year 2011) by Licensee’s and access shall not be denied thereafter, if reasonably available), to the inspection of an independent certified public accounting firm accountant retained by SKI and reasonably acceptable to LICENSEE or such SUBLICENSEE for the purpose of verifying LICENSEE's royalty statements, or LICENSEE's compliance in connection other respects with this AGREEMENT, but this right to inspect may not be exercised more than once in any year and once a calendar period is audited, it may not be re-audited unless a payment discrepancy is identified. Said accountant shall disclose to SKI only information relating to the [**] 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. accuracy of the royalty reports and the royalties paid under this AGREEMENT. Names of customers and other confidential information shall not be disclosed to SKI by such independent accountant. Such accountant shall be retained at SKI's sole expense. Notwithstanding the foregoing, inspections of the records of SUBLICENSEE(S) shall be limited to the extent that LICENSEE has the right to authorize SKI to make such inspection; provided that if LICENSEE does not have the right to authorize SKI to make such an inspection, upon SKI's request, LICENSEE, at its expense, using an independent certified accountant reasonably acceptable to SKI, shall inspect the SUBLICENSEE's records and shall provide to SKI the results of such inspection. In any audit, if an underpayment of more than [**] is established for a quarter, LICENSEE shall pay the costs of the audit of Licensee’s consolidated financial statements. By the one hundred such period and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate shall promptly pay to Licensor SKI any amounts due together with interest as provided in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to LicensorSection 7.8.

Audit Rights. 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 computation period of access and examination described above, for the records which relate to (a) litigation or settlement of claims arising out of the annual Royalty Base 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, certified public accountant to audit such records and Work done to 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 a year, within three (3) years after the calendar quarter to which such records relate, upon reasonable notice to Company and during normal business hours. University will be reviewed within ninety 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 (9030) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance completion of such reports by independent certified public accounting firms) attesting audit, Company shall pay to the accuracy of the Royalty Base computation, including any Allocations contained therein, and University the amount of the royalty payable any underpayment disclosed in such audit, or University shall pay to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and Company the amount of the royalty payable to Grupo Televisaany overpayment disclosed in such audit, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer as applicable. The audit rights of Licensee will deliver both parties shall survive any termination or expiration or termination of this Agreement for a certificate to Licensor in the form period of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensorthree (3) years.

Audit Rights. The computation Landlord shall be entitled to an internal or independent audit of all of Tenant’s books and records (including, without limitation, records pertaining to License Fees, bank statements or other evidence of Net Capital Funding, balance sheets, income statements, and cash flow statements) for the previous three (3) calendar years to be conducted either by Landlord or an accountant to be designated by Landlord, at Landlord’s sole cost and expense, except as expressly described below in this Section 6.7. Such audit shall be conducted at the corporate offices of Tenant, or wherever Tenant maintains its accounting books and records, upon not less than thirty (30) days prior written notice. In the event Tenant’s corporate or other office where it maintains its books and records is located outside the city limits of Sausalito, California then such audit will be conducted either at Landlord’s offices or such other reasonable place that Landlord designates, including, without limitation, the offices of any independent bookkeeper or certified public account. Notwithstanding the foregoing, Landlord shall not conduct more than one (1) such audit in any one (1) Lease Year. If it shall be established, as a result of such audit, that there has been a deficiency in the payment of Third Party Event Rent, such deficiency shall become immediately due and payable to Landlord as Additional Rent, and if the deficiency exceeds five percent (5%) of the annual Royalty Base will be reviewed within ninety (90) days of total payment due by Xxxxxx, Tenant shall also reimburse the end of each fiscal year (commencing with fiscal year 2011) reasonable costs and expenses incurred by Licensee’s independent certified public accounting firm in connection with Landlord for the audit at the time of Licensee’s consolidated financial statementspaying the deficiency. By the one hundred and eightieth (180th) day If it is established that there has been an overpayment of each fiscal yearThird Party Event Rent, such accounting firm will deliver then Tenant shall receive a certificate to Licensor credit against Rent due in the form amount of Schedule 7 hereto (with such changes overpayment. Any information gained from such statements or inspection shall be confidential and shall not be disclosed to the extent permitted by Laws and Orders, except to carry out the purposes hereof or as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, Laws and the amount of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensor.Orders.‌

Audit Rights. The computation Each Party (the “auditing Party”) shall have the right to have an independent third party nationally-recognized accounting firm (the “Auditor”) reasonably acceptable to the other Party (the “audited Party”) access the books and records of the annual audited Party and its Affiliates solely to the extent necessary to verify the accuracy of the reports and payments made hereunder, provided that, where Licensor is the auditing Party, it shall have the right to require Licensee to permit Licensor’s auditor to accompany Licensee when Licensee exercises its audit rights (or, if Licensee does not intend to exercise its right to audit such Sublicensee within the relevant calendar year, to require Licensee to exercise such right) under any Sublicenses that have been granted as of the date of such audit to permit the Auditor to have access to the books and records of the corresponding Sublicensees. Such audit shall be conducted upon at least [***] days advanced written notice to the audited Party and shall commence on a date reasonably acceptable to both Parties, not to be later than [***] calendar days after the auditing Party’s notice. Such audit shall only be during the audited Party’s normal business hours. [***]. The Auditor shall be required to sign a confidentiality agreement for the benefit of, and in a form reasonably acceptable to, the audited Party. The audited Party shall be provided the opportunity to discuss any discrepancies found during such audit with the Auditor prior to such Auditor issuing its final report. In addition, the Auditor shall redact any Confidential Information disclosed in the proposed final report reasonably identified by the audited Party as confidential and not necessary for purposes of calculating the Royalty Base will or the milestones owed. The final report shall be reviewed shared with both of the Parties. If any audit discloses any underpayments by the audited Party to the auditing Party, then unless contested by the audited Party, such underpayment, shall be paid by the audited Party to the auditing Party within ninety (90) [***] calendar days of it being so disclosed. If any audit discloses any overpayments by the end audited Party to the auditing Party, then unless contested by the auditing Party, the audited Party shall have the right to credit the amount of the overpayment against each fiscal year subsequent quarterly Royalty payment due to the auditing Party until the overpayment has been fully applied. If the overpayment is not fully applied prior to the final quarterly payment of Royalties due hereunder, the auditing Party shall promptly refund an amount equal to any such remaining overpayment. If the auditing Party’s audit demonstrates an underpayment of more than [***] percent (commencing with fiscal year 2011[***]%) by Licenseeof the total payments due to the auditing Party hereunder during the audited period, the audited Party shall be liable for the auditing Party’s independent certified public accounting firm reasonable out of pocket expenses, including the Auditor’s fees and expenses, in connection with the audit of Licensee’s consolidated financial statementsthat discovered such underpayment. By Otherwise, the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in auditing Party shall solely bear the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance costs of such reports by independent certified public accounting firms) attesting audits. Any contested amounts shall be subject to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, dispute resolution procedures set forth in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to LicensorSection 17.2.1.

Audit Rights. The computation of Each Party shall keep and maintain current, complete and accurate books and records, as are necessary and material to determine each Party’s compliance with its payment, compliance and other obligations under this AddendumAgreement, including without limitation the annual Royalty Base will be reviewed Fees due under an Order Document. A Party (the “Auditing Party”) or its authorized representatives shall have the right, quarterly during the Term and within ninety (90) days after the expiration or termination of the end of each fiscal year this Agreement or a given Service Order, upon not less than ten (commencing with fiscal year 201110) by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting days prior written notice to the accuracy other Party (the “Audited Party”), to audit the Audited Party’s books and records during normal business hours solely to verify the Audited Party’s compliance with its invoice, reporting or payment (as applicable), compliance and other obligations under the terms of the Royalty Base computation, including any Allocations contained therein, this Agreement and the amount of the royalty payable to Licensor, in all respects material to such Royalty Basean Order Document executed hereunder; provided, however, that Licensee shall not be in breach Customer acknowledges that any inquiry by Customer (as the Auditing Party) into CSG’s (as the Audited Party) compliance with the security requirements of this Agreement, including the Security Measures, shall be subject to Sections 7 and 9 of Attachment 2.8(cb), and that CSG shall have no obligation if a change in to provide Customer with direct access to any records related to Security Measures under this Section 7.5.7.4. Any confidential or proprietary information learned by the rules governing Auditing Party or its authorized representatives during any audit shall be subject to the terms, conditions and limitations of Article 12. The cost of such accounting firm’s profession results in audit shall be borne by the issuance Auditing Party unless the audit reveals an underpayment of Fees due or an understatement or overstatement relative to the certificate being prohibited for reasons outside Licensee’s controlelements that give rise to Fees by five percent (5%) or more, or other material non-compliance by the Audited Party with the terms of this Agreement or an Order Document, in which case Licensee shallthe reasonable cost of the audit, shall be borne by the Audited Party. If an audit reveals that Customer has understated owing to CSG, CSG shall invoice Customer for all additional Fees applicable to such understatement and any interest thereon. Interest at the rate set forth in Section 7.2 shall begin to accrue from the first date such additional Fees would have been payable to the extent practicable and as promptly as practicable, obtain such certificate date payment is received by CSG. Any amounts due from an alternate accounting firm of national standing (it being understood that if Customer to CSG as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee an audit shall have no further obligations regarding such certificate)be deemed a Payable. Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensor.TERM AND TERMINATION

Audit Rights. The computation Within two (2) years after receipt of a Statement (including a Statement relating to the annual Royalty Base will be reviewed within ninety (90) days of the end of each fiscal year (commencing with fiscal year 2011Year) by Licensee’s Tenant, if Tenant disputes the amount of Additional Rent set forth in the Statement, an employee of Tenant who is an accountant employed by Tenant on a full-time, non-contingency fee basis, or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not working on a contingency fee basis), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s pertinent accounting books and records with respect to the Statement and such supporting documentation that are reasonably related to Tenant’s review of the applicable Expenses and Taxes at Landlord’s offices in California, provided that Tenant is not then in Monetary Default under this Lease after the expiration of any applicable cure period and Tenant has paid all amounts required to be paid under the applicable Statement. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, which rules and procedures shall be consistent with the audit of Licensee’s consolidated financial statements. By the one hundred rules and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor procedures employed by institutional owners in the form high rise office buildings industry, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Schedule 7 hereto (with such changes as may be required due to a change Additional Rent set forth in accounting firm or due to a change in rules governing the issuance any Statement within 2 years of Tenant’s receipt of such reports Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement, except for claims involving fraud or similar claims to the extent allowable under applicable Laws. If after such inspection, Tenant still disputes such Additional Rent, Landlord and Tenant shall meet in order to resolve the dispute. If Landlord and Tenant are unable to resolve the dispute, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accounting firms) attesting to accountant not previously engaged by either Landlord or Tenant (the accuracy “Accountant”), who shall be mutually and reasonably selected by Landlord and Tenant; provided that if such determination by the Accountant proves that Expenses and Taxes were, in the aggregate, overstated by more than 5%, then the cost of the Royalty Base computationAccountant, including any Allocations contained thereinthe cost of Tenant’s accountant, and the cost of such determination shall be paid for by Landlord. If such audit or review by the Accountant reveals that Landlord has overcharged or undercharged Tenant, then within thirty (30) days after the results of such audit, Landlord shall reimburse Tenant the amount of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee overcharge or Tenant shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and pay the amount of the royalty undercharge, as applicable. Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Expenses and Taxes payable to Grupo Televisa, by Tenant shall be as set forth in each case in all respects material to such Royalty Basethis Section 4, and Tenant hereby waives any and all other rights pursuant to applicable Law to inspect such books and records and/or to contest the highest-ranking sales officer amount of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length Expenses and in good faith in all respects material Taxes payable by Tenant, except for claims involving fraud or similar claims to the Royalty Baseextent allowable under applicable Laws. Licensee shall pay for the preparation of such certificates and their delivery to Licensor.EXHIBIT C

Audit Rights. The computation ORTHO shall 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 annual Royalty Base will 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 reviewed within ninety kept at ORTHO’s (90or if sales by a SUBLICENSEE, at the SUBLICENSEE’s) days 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 each fiscal the calendar year to which they pertain (commencing with fiscal year 2011) by Licensee’s and access shall not be denied thereafter, if reasonably available), to the inspection of an independent certified public accounting firm accountant retained by KOSAN and reasonably acceptable to ORTHO or such SUBLICENSEE for the purpose of verifying ORTHO’s royalty statements, or ORTHO’s compliance in connection other respects with the audit of Licensee’s consolidated financial statementsthis AGREEMENT, but this right to inspect may not be exercised more than once in any year and once a calendar period is audited, it may not be re-audited unless a payment discrepancy is identified. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate Said accountant shall disclose to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting KOSAN only information relating to the accuracy of the Royalty Base computation, including any Allocations contained therein, royalty reports and the amount royalties paid under this AGREEMENT. Names of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee customers and other confidential information shall not be in breach of this obligation if a change in disclosed to KOSAN by such independent accountant. Such accountant shall be retained at KOSAN’s sole expense. Notwithstanding the rules governing such accounting firm’s profession results in the issuance foregoing, inspections of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, records of SUBLICENSEES shall be limited to the extent practicable and as promptly as practicable, obtain that ORTHO has the right to authorize KOSAN to make such certificate from an alternate accounting firm of national standing (it being understood inspection; provided that if as ORTHO does not have the right to authorize KOSAN to make such an inspection, upon KOSAN’s request, ORTHO, at its expense, using an independent certified accountant reasonably acceptable to KOSAN, shall inspect the SUBLICENSEE’s records and shall provide to KOSAN the results of such inspection. In any audit, if an underpayment of more than five percent (5%) is established for a result quarter, LICENSEE shall pay the costs of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation audit of such certificates period and their delivery shall promptly pay to LicensorKOSAN any amounts due together with interest as provided in Section 7.7.

Audit Rights. The computation AIT Therapeutics shall have the right to have an independent public accounting firm of its own selection but reasonably acceptable to Circassia, and at AIT Therapeutics’ own expense (except if the result of such audit reveals an underpayment exceeding five percent (5%) of the annual Royalty Base will amounts actually due to AIT Therapeutics for the audit period in question, in which case such audit shall be reviewed within ninety at Circassia’s expense), examine the relevant books and records of account of Circassia and any of its Affiliates during reasonable business hours upon reasonable prior written notice to Circassia and not more often than once each calendar year, for not more than two (902) days of previous years, to determine whether appropriate payment have been made to AIT Therapeutics hereunder. AIT Therapeutics may exercise such right until the end of each fiscal one (1) year (commencing with fiscal year 2011) after the termination or expiration of any payment obligation by Licensee’s independent certified public accounting firm in connection with Circassia under this Agreement. Circassia shall promptly pay to AIT Therapeutics the audit full amount of Licensee’s consolidated financial statementsany undisputed underpayment. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and If the amount of the royalty payable to Licensorunderpayment is greater than five percent (5%) on an annualized basis, Circassia shall pay interest on that amount that is in excess of five percent (5%) at the rate of LIBOR plus five percent (5%) per year, or the maximum rate permitted by applicable Law, whichever is less, in all respects material to such Royalty Base; providedeither case compounding annually from the date payment was due. Any overpayment by Circassia shall be credited against future Circassia royalty payment obligations hereunder. Such public accounting firm shall treat as confidential, however, that Licensee and shall not disclose to AIT Therapeutics, any information other than information which could otherwise be in breach given to AIT Therapeutics pursuant to any provision of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance Agreement, all of the certificate being prohibited for reasons outside Licensee’s controlwhich shall be treated as Confidential Information of Circassia hereunder. AIT Therapeutics / Circassia License, in which case Licensee shall, to the extent practicable Development and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensor.Commercialization Agreement

Audit Rights. The computation of the annual Royalty Base will be reviewed within ninety (90) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and If Tenant disputes the amount of the royalty payable Operating Expenses set forth in the Statement for the particular calendar year delivered by Landlord to LicensorTenant pursuant to Section 3.2. I .2 above, Tenant shall have the right, at Tenant’s cost, after reasonable notice to Landlord, to have Tenant’s authorized employees inspect, at Landlord’s office (or property manager’s office) in all respects material to Bexar County during normal business hours, Landlord’s books, records and supporting documents concerning the Operating Expenses for such Royalty Basecalendar year set forth in such Statement (but not for any prior calendar year); provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant as described hereinbelow, or object to or otherwise dispute the amount of the Operating Expenses set forth in any such Statement unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within six (6) months _immediately following Landlord’s delivery of the particular Statement in question (the “Review Period”); provided, further, that Licensee notwithstanding any such timely objection, dispute, inspection, and/or audit, and as a condition precedent to Tenant’s exercise of its right of objection, dispute, inspection and/or audit as set forth in this Section 3.2.4, Tenant shall not be in breach permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this obligation if Article 3 in accordance with such Statement. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described below. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a change mutually acceptable schedule, in an expeditious manner and without undue interference with Lxxxxxxx’s operation and management of the Building Complex. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses set forth in the rules governing such accounting firmStatement, Tenant shall have the right, within the Review Period, to cause an independent certified public accountant (which is not paid on a commission or contingency basis) selected by Tenant and reasonably approved by Landlord (the “Accountant”) to complete an audit of Landlord’s profession results in books and records to determine the issuance proper amount of the certificate being prohibited Operating Expenses incurred and amounts payable by Tenant for reasons outside Licenseethe calendar year which is the subject of such Statement (but not for any prior calendar year). Such audit by the Accountant shall be final and binding upon Landlord and Tenant. If Landlord and Txxxxx cannot mutually agree as to the identity of the Accountant within fifteen (15) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be of the “Big 4” accounting firms (which is not paid on a commission or contingency basis), as selected by Tenant and reasonably approved by Landlord. If such audit reveals that Lxxxxxxx has over-charged Txxxxx, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge, together with interest on the amount of the over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Lxxxxxxx’s controloriginal Statement which was the subject of such audit overstated Operating Expenses by six percent (6%) or more of the actual Operating Expenses which was the subject of such audit, in which case Licensee shallall reasonable and documented costs incurred by Tenant in connection with said audit (but not in excess of the over-charge) shall be reimbursed by Landlord within thirty (30) days after demand therefor. The payment by Tenant of any amounts pursuant to this Article 3 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result expiration of the rule change, no accounting firm of national standing is able to provide Review Period for such certificate, then for so long as such rule change remains in effect, Licensee Statement shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy be conclusively deemed Tenant’s approval of the Royalty Base computation Statement in question and the amount of the royalty payable Operating Expenses shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to Grupo Televisathis Section 3.2.4, in each case in all respects material Txxxxx agrees to such Royalty Basekeep, and to cause all of Tenant’s employees and consultants and the highest-ranking sales officer Accountant to keep, all of Licensee will deliver a certificate Landlord’s books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential (except if required by any court to Licensor in the form disclose such information or if such information is available from an inspection of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length public records), and in good faith in all respects material connection therewith, Tenant shall cause such employees, consultants and the Accountant to the Royalty Base. Licensee shall pay for the preparation of execute such certificates and their delivery reasonable confidentiality agreements as Landlord may require prior to Licensorconducting any such inspections and/or audits.

Audit Rights. The computation of (i) Zymeworks shall have the annual Royalty Base will be reviewed within ninety right during the […***…] period described in Section 9.10(a) to (90a) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s appoint at its expense an independent certified public accounting firm in connection with accountant of nationally recognized standing (the “Accounting Firm”) reasonably acceptable to BeiGene to audit the relevant records of Licensee’s consolidated financial statements. By the one hundred BeiGene and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate its Affiliates to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and 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 royalty payable applicable sublicensee and (ii) provide the results of such audit to LicensorZymeworks. BeiGene 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, in all respects material upon reasonable notice from Zymeworks, solely to such Royalty Base; provided, however, that Licensee 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 breach a particular period and may cover a period ending not more than […***…] prior to the date of such request. All records made available for audit pursuant to this obligation Section 9.10(b) shall be deemed to be Confidential Information of BeiGene. The results of each audit, if a change any, shall be binding on both Parties. If the amount of any payment hereunder was underreported, BeiGene shall promptly (but in the rules governing such accounting firm’s profession results in the issuance any event no later than […***…] after its receipt of the certificate being prohibited for reasons outside LicenseeAccounting Firm’s controlreport so concluding) make payment to Zymeworks of the underreported amount. Zymeworks shall bear the full cost of an audit that it conducts pursuant to this Section 9.10(b) unless such audit discloses an under reporting by BeiGene of more than […***…] percent ([…***…]%) of the aggregate amount of the payments hereunder reportable in any Calendar Year, in which case Licensee shall, to BeiGene shall reimburse Zymeworks for the extent practicable and as promptly as practicable, obtain reasonable audit fees for such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisaaudit, in each case in all respects material addition to such Royalty Base, and paying the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensor.underreported amount.99

Audit Rights. The computation Licensee shall maintain accurate books and records pertaining to the reproduction and distribution of the annual Royalty Base will be reviewed within ninety (90) days Game and the operation of the end of each fiscal year (commencing with fiscal year 2011) by Game at Licensee’s independent headquarters .. HBS’s designated auditors (who shall be certified public accounting firm in connection with accountants) shall have the audit right twice a year during ordinary business hours and upon twenty (20) working days’ prior written notice, to gain access to Licensee’s accounts and records related to the Game. Licensee will at all times keep an accurate and separate record of all transactions covered by this Agreement. Records will include all documents and other information relevant to the performance by Licensee of its rights and obligations under this Agreement. HBS’s auditors, upon reasonable notice and at its own expense, will have free and full access to and will have the right to audit, copy and make abstracts of Licensee’s consolidated financial statements. By the one hundred records and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor other relevant documents and information in the form possession of Schedule 7 hereto (with Licensee, in order to verify any statements rendered hereunder. HBS shall also have access to audit the components of the billing system operated by Licensee. Any such changes as may audit will be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports conducted only by independent certified public accounting firms) attesting accountants and will take place only during reasonable business hours and in such manner so as not to unreasonably interfere with Licensee’s normal business activities. All of the information contained in Licensee’s records will be kept confidential except to the extent necessary to permit enforcement of Flagship’s/HBS’s rights hereunder (including, but not limited to, disclosing such records to Flagship), and HBS agrees that such information inspected and/or copied on behalf of HBS hereunder will be used only for the purposes of determining the accuracy of the Royalty Base computation, including any Allocations contained thereinstatements, and the amount of the royalty payable to Licensor, in all respects material will be revealed only to such Royalty Base; providedemployees, however, that Licensee shall not be in breach agents and/or representatives of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, HBS as necessary to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to verify the accuracy of the Royalty Base computation statements except to the extent necessary to permit enforcement of HBS’s rights hereunder. Licensee will be furnished with a copy of HBS’s auditor report within thirty (30) days after the completion of such report. In no event will such an audit with respect to any statement rendered hereunder: (i) commence after the date on which such statement has become conclusive and binding upon HBS; (ii) be made hereunder more frequently than twice annually; or (iii) be conducted on the amount premises of Licensee for more than fifteen (15) business days per audit without a compelling reason, such as the unusual complexity of the royalty payable audit or Licensee’s failure to Grupo Televisareasonably cooperate with, or promptly provide information reasonably requested by, the auditor. All such records will be kept available for at least three (3) years after the expiration or termination of this Agreement. Should the audit disclose a discrepancy in each case in all respects material payments to such Royalty BaseHBS during the period that is covered by the audit of more than three percent (3%) of any amount subject to the audit, and the highest-ranking sales officer of Licensee will deliver a certificate bear the reasonable cost of the audit. Any underpaid amount as disclosed by an audit will be paid immediately to Licensor in HBS, together with interest at the form rate of Schedule 9 hereto attesting that five percent (5%) per month (not compounded), or (if lower), the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to highest rate allowed by applicable law, commencing on the Royalty Base. Licensee shall pay for the preparation of date such certificates and their delivery to Licensorpayment was originally due hereunder.

Audit Rights. The computation AccuMed shall have the right to have periodic audits of Licensee performed on not less than fifteen (15) days' advance written notice by AccuMed to Licensee for the annual Royalty Base will purposes of verifying royalty payments under this Agreement. AccuMed shall be reviewed within ninety (90) days permitted to perform such audits not more often than once in any calendar year. AccuMed may, in its discretion, retain the services of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s an independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statementsaccountant to perform any such audit. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee AccuMed shall pay for the preparation services of any such independent certified public accountant, except as provided in this Section below. AccuMed will notify Licensee if AccuMed's independent certified public accountant determines that Licensee has understated the royalties due AccuMed by five percent (5%) or more over a calendar quarter (a "Royalty Understatement"). If Licensee notifies AccuMed within fifteen (15) days of such certificates notice that Licensee's own independent certified public accountant disputes the determination of AccuMed's certified public accountant as to any Royalty Understatement (a "Licensee Dispute Notice"), then the parties shall mutually designate a third independent certified public accountant to audit the royalty payments hereunder. The determination of such third accountant shall be binding on the parties. If Licensee does not make a Licensee Dispute Notice or if any such third accountant also determines that there has been a Royalty Understatement, then Licensee shall pay to AccuMed, within fifteen (15) days after notice of a Royalty Understatement by AccuMed or such third accountant, as applicable, (i) the balance of such Royalty Understatement as determined by AccuMed's accountant, but if there is a third accountant, as determined by such third accountant, (ii) a penalty fee equal to five percent (5%) of any such Royalty Understatement plus interest thereon at a rate equal to one percent (1%) per month or such lesser amount as required by law, computed from the day on which such royalties were due and their delivery owing to LicensorAccuMed, and (iii) the reasonable fees of AccuMed's accountant for its services and, if applicable, any third accountant for its services. If any such third accountant determines that there has not been a Royalty Understatement, then AccuMed shall pay the reasonable fees for the services of such third accountant.

Audit Rights. The computation of Licensor shall have the annual Royalty Base will be reviewed within ninety (90) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public right to have an independent, Third Party accounting firm in connection with reasonably acceptable to Dermata access the audit books and records of Licensee’s consolidated financial statements. By Dermata, its Affiliates and Sublicensees solely to the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate extent necessary to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to verify the accuracy of the Royalty Base computationreports and payments made hereunder. Such audit shall be conducted upon at least thirty (30) days advanced written notice to Dermata and shall commence on a date reasonably acceptable to both Parties, including any Allocations contained thereinnot to be later than one (1) Calendar Quarter after Licensor’s notice. Such audit (a) shall only be conducted during Dermata’s normal business hours, (b) shall not be conducted more frequently than once (1) per Calendar Year, (c) may occur only with respect to the immediately preceding three (3) Calendar Years, (d) may not cover an audit period less than a full Calendar year, and (e) may not be conducted more than once with respect to any particular Calendar Year. The independent, Third-Party auditor shall be required to sign a confidentiality agreement for the benefit of, and in a form reasonably acceptable to, Dermata, its Affiliate and/or Sublicensee (as applicable). Dermata shall be provided the opportunity to discuss any discrepancies found during such audit with the auditors prior to such auditor issuing its final report. In addition, the auditors shall redact any confidential information disclosed in the proposed final report identified by Dermata as confidential and not necessary for purposes of calculating the Royalty owed. The final report shall be shared with both of the Parties. If any audit discloses any underpayments by Dermata to Licensor, then unless contested by Dermata within thirty (30) days after receipt of the necessary documentation of the amount owed, any underpayment, together with any interest thereon calculated in accordance with Section 4.12 from the date of the underpayment, shall be paid by Dermata to Licensor within thirty (30) days of it being so disclosed. If any audit discloses any overpayments by Dermata to Licensor, then unless contested by Licensor within thirty (30) days after receipt of the necessary documentation of the amount owed, Dermata shall have the right to credit the amount of the royalty payable overpayment against each subsequent quarterly payment due to Licensor until the overpayment has been fully applied. If the overpayment is not fully applied prior to the final quarterly payment of Royalties due hereunder, Licensor shall promptly refund an amount equal to any such remaining overpayment. If Licensor’s audit demonstrates an underpayment of more than five percent (5%) for the payment due to Licensor during the audited period, in all respects material to such Royalty Base; provided, however, that Licensee Dermata shall not be in breach of this obligation if a change in the rules governing such accounting firmliable for Licensor’s profession results in the issuance reasonable cost of the certificate being prohibited for reasons outside Licensee’s controlaudit that discovered such underpayment. Otherwise, in which case Licensee shall, Licensor shall bear the costs of such audits. Any contested amounts shall be subject to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains dispute resolution procedures set forth in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to LicensorSection 11.

Audit Rights. The computation Subject to reasonable advance written notice from the Holder within six (6) months of each Royalty Right Payment Date, the Issuer shall permit an independent accounting firm of national reputation chosen by the Holder to have access during normal business hours to the books and records of the annual Royalty Base will be reviewed within ninety (90) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes Issuer as may be required due reasonably necessary to a change in accounting firm audit the calculation of MosaiQ™ Net Sales and Royalty Right Payment Amounts (or due to a change in rules governing reasons for the issuance lack of such reports by independent certified public accounting firmsany calculation therefor) attesting to for the accuracy of the applicable Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material Right Period pertaining to such Royalty BaseRight Payment Date. Any such audit shall be at the expense of the Holder; provided, however, that Licensee if any such audit reveals a discrepancy in favor of the Holder of at least 5% of a Royalty Right Payment Amount, then the cost of such audit shall instead be borne by the Issuer. In the event that any audit reveals an underpayment of any Royalty Right Payment Amount, then the underpayment amount shall be paid within thirty (30) days after Holder makes a demand therefor, plus interest thereon if such amount is in excess of five percent (5%) 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 one-half percent (0.5%) over the prime rate of interest as published in The Wall Street Journal, Eastern Edition, in effect on the date such amount was due. The independent accounting firm conducting any audit pursuant to this Section 2.5 shall agree to be bound by the terms of the Confidentiality Agreement or shall otherwise agree to confidentiality provisions acceptable to the Issuer. Any books and records, information or other documentation provided or made available by the Issuer pursuant to this Section 2.5 shall be subject to the Confidentiality Agreement. Notwithstanding the foregoing, the Issuer shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able obligated to provide or make available any books and records, information or other documentation pursuant to this Section 2.5 unless the Confidentiality Agreement is effective and has a remaining term of not less than six months at the time such certificatebooks and records, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate information or other documentation is to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been be provided or made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensoravailable.

Audit Rights. The computation of In the annual Royalty Base will be reviewed within ninety (90) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and event Tenant disputes the amount of the royalty payable Operating Expenses, Tax Expenses and Utilities Costs set forth in the Statement for the particular Expense Year delivered by Landlord to LicensorTenant pursuant to Section 4.3.2 above, then Tenant shall have the right, at Tenant’s cost, after reasonable notice to Landlord, to have Tenant’s authorized employees (or the Accountant, as such term is defined below) inspect, at Landlord’s office during normal business hours, Landlord’s books, records and supporting documents concerning the Operating Expenses, Tax Expenses and Utilities Costs for such Expense Year set forth in all respects material to such Royalty BaseStatement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant as described below, or object to or otherwise dispute the amount of the Operating Expenses, Tax Expenses and Utilities Costs set forth in any such Statement unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within one (1) year following Landlord’s delivery of the particular Statement in question (the “Review Period”); provided, further, that Licensee notwithstanding any such timely objection, dispute, inspection, and/or audit, and as a condition precedent to Tenant’s exercise of its right of objection, dispute, inspection and/or audit as set forth in this Section 4.6, Tenant shall not be in breach permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this obligation if Article 4 in accordance with such Statement. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described below. In connection with any such inspection by Tenant and/or audit performed by the Accountant as described below, (i) Landlord and Tenant shall reasonably cooperate with each other so that such inspection and/or audit can be performed pursuant to a change mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord’s operation and management of the Project, and (ii) Landlord shall make available in such inspections and/or such audit reasonable supporting documentation in Landlord’s possession relating to the applicable Statement as Tenant may reasonably request. If after such inspection of Landlord’s books and records, Tenant still disputes the amount of the Operating Expenses, Tax Expenses and/or Utilities Costs set forth in the rules governing such accounting firmStatement, Landlord and Tenant shall meet and attempt in good faith to resolve the dispute. If the parties are unable to resolve the dispute, then Tenant shall have the right, within the Review Period, to cause an independent certified public accountant (which is not paid on a commission or contingency basis and is not representing or engaged by Tenant in other matters, and has not represented or been engaged by Tenant for any matter for the immediately preceding 5-year period) selected by Tenant and reasonably approved by Landlord (the “Accountant”) to complete an audit of Landlord’s profession results in books and records to determine the issuance proper amount of the certificate being prohibited Operating Expenses, Tax Expenses and Utilities Costs incurred and amounts payable by Tenant for reasons outside Licenseethe Expense Year which is the subject of such Statement. Such audit by the Accountant shall be final and binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the “Big 4” accounting firms (which is not paid on a commission or contingency basis and is not representing or engaged by Tenant or Landlord in other matters, and has not represented or been engaged by Tenant or Landlord for any matter for the 5-year period preceding the audit), as selected by Tenant. If such audit reveals that Landlord has over-charged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge, together with interest on the amount of the over-charge at the Interest Rate (as defined in Section 4.5 above). If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord’s controloriginal Statement which was the subject of such audit overstated Operating Expenses, Tax Expenses and Utilities Costs by five percent (5%) or more of the originally reported Operating Expenses, Tax Expenses and Utilities Costs which was the subject of such audit, in which case Licensee shallall reasonable and documented costs incurred by Tenant in connection with said audit (but not in excess of the over-charge) shall be reimbursed by Landlord within thirty (30) days after demand therefor. The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result expiration of the rule change, no accounting firm of national standing is able to provide Review Period for such certificate, then for so long as such rule change remains in effect, Licensee Statement shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy be conclusively deemed Tenant’s approval of the Royalty Base computation Statement in question and the amount of the royalty payable Operating Expenses, Tax Expenses and Utilities Costs shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to Grupo Televisathis Section 4.7, in each case in all respects material Tenant agrees to such Royalty Basekeep, and to cause all of Tenant’s employees and consultants and the highest-ranking sales officer Accountant to keep, all of Licensee will deliver a certificate Landlord’s books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential (except if required by any court to Licensor in the form disclose such information or if such information is available from an inspection of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length public records), and in good faith in all respects material connection therewith, Tenant shall cause such employees, consultants MARINA VILLAGE [St. Fxxxxxx] and the Accountant to the Royalty Base. Licensee shall pay for the preparation of execute such certificates and their delivery commercially reasonable confidentiality agreements as Landlord may require prior to Licensorconducting any such inspections and/or audits.

Audit Rights. The computation of During the annual Royalty Base will be reviewed within ninety Term and for two (902) days of years from the end date of each fiscal year (commencing with fiscal year 2011) Royalty payment hereunder, DMG agrees to keep complete and accurate records of monies received by Licensee’s independent DMG reasonably necessary to calculate and verify the Royalty and Additional Royalty payments made to TufAmerica under this Section 4. TufAmerica shall have the right, through an independent, certified public accounting firm accountant or attorney reasonably acceptable to DMG, to audit such records at the place of business where such records are customarily kept solely in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate order to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to verify the accuracy of the Royalty Base computationand Additional Royalty payments actually made under this Agreement by DMG to TufAmerica. Such independent, including certified public accountant or attorney shall execute an appropriate confidentiality agreement provided by DMG prior to conducting any Allocations contained thereinaudit. Such audits may be exercised once per year during the Term and any Renewal Term during normal business hours, upon thirty (30) 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, and the amount of the royalty payable to Licensorall such information shall be considered DMG Confidential Information (as defined in Section 9 below), in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, except to the extent practicable and as promptly as practicablenecessary for TufAmerica to reveal such information in order to enforce its rights under this Agreement or if disclosure is required by law, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting subject to the accuracy requirements in Section 9 below with respect to any such disclosure. If any amounts are determined to be due and owing by DMG to TufAmerica pursuant to this Section 4.3 and are not subject to a good faith dispute by DMG, such amounts shall be paid to TufAmerica by DMG within fifteen (15) business days of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process written notice thereof. * Certain information on this page has been made at arm’s-length omitted and in good faith in all respects material filed separately with the Commission. Confidential treatment has been requested with respect to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensoromitted provisions.

Audit Rights. The computation Licensee shall make and maintain for a period of at least [***] years records of its sales of Licensed Products, gross revenues paid to Prism on the annual Royalty Base will be reviewed sale of Licensed Products and deductions in calculating Net Sales. Licensor, at its expense, shall have the right to inspect, copy and audit (itself or through its representative, subject to a confidentiality agreement reasonably acceptable to Licensee) such books and records at the premises of Licensee during normal business hours, within ninety (90) [***]business days of notice to Prism of its request to conduct such an inspection or audit. CyDex may not exercise this right more than [***] in any [***] month period during the end Term, and only [***] [***] within the [***] month period after this Agreement expires or is terminated. Prism shall provide reasonable cooperation in the conduct of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with any inspection or audit. In the event the audit shows an underpayment of Licensee’s consolidated financial statementsmore than [***] percent ([***]%) for any applicable Royalty Payment Period, Licensee shall pay Licensor the amounts underpaid. By the one hundred and eightieth (180th) day of each fiscal yearIn addition, such accounting firm will deliver a certificate to Licensor in the form event the audit shows an underpayment of Schedule 7 hereto more than [***] percent (with such changes as may be required due [***]%) for any applicable Royalty Payment Period, Licensee shall pay Licensor, in addition to a change in accounting firm or due to a change in rules governing the issuance amounts underpaid, the reasonable third party costs of such reports by independent certified public accounting firmsaudit. In the event the audit shows an overpayment of more than [***] percent ([***]%) attesting for any applicable Royalty Payment Period, Licensor shall pay Licensee the amount of such overpayment less the reasonable third party costs of such audit (not to the accuracy of the Royalty Base computation, including any Allocations contained therein, and exceed the amount of the royalty payable overpayment). Any amount discovered to Licensor, in all respects material be due under an audit shall not give rise to a right to terminate this Agreement for failure to make Royalty Payments if such Royalty Basedeficiency is paid within [***]days of the audit report; provided, however, that if Licensee is not in agreement with the audit report, then the Parties shall resolve such dispute in accordance with Section 18.8 and this Agreement may not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited terminable by Licensor for reasons outside Licenseeof underpayment until the resolution of such dispute in Licensor’s control, in which case Licensee shall, favor. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensoromitted portions.

Audit Rights. The computation On no less than five (5) business days notice from Medicis, Impax shall 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 annual Royalty Base will be reviewed within ninety (90) days 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 auditor selected by Medicis and reasonably acceptable to Impax for the end purpose of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the an audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to determine the accuracy of the Royalty Base computationreports delivered and amounts paid by Impax pursuant to Section 3.1; provided that Medicis may not request such inspection more than once in any calendar year unless a discrepancy has been identified by Medicis and such audit shall be limited to records, including books of account, information and data pertaining to payments made pursuant to Section 3.1 during the 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 data (but only to the extent related to the contractual obligations set out in this Agreement) during any Allocations contained thereinreview or audit. Prior to the initiation of any audit pursuant to this Section 3.3, the external auditor shall sign a confidentiality agreement with Impax providing that, as between the external auditor and Impax, such records, books of account, information and data shall be treated as Confidential Information of Impax but may be disclosed to Medicis solely to the amount extent necessary to document a discrepancy in any reports delivered and amounts paid by Impax pursuant to Section 3.1. Medicis shall be solely responsible for its costs in making any such audit, unless Medicis identifies a discrepancy in favor of Impax in the calculation of the royalty share of Gross Profit paid to Medicis under this Agreement in any calendar year from those properly payable to Licensor, in all respects material to such Royalty Base; provided, however, for that Licensee shall not be in breach calendar year of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s controlfive percent (5%) or greater, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee event Impax shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay be solely responsible for the preparation reasonable cost of such certificates audit and their delivery pay Medicis any underpayment. All information disclosed by Impax pursuant to Licensorthis Section shall be deemed Confidential Information of Impax.

Audit Rights. The computation ARIAD shall keep and maintain for [***] years complete and accurate records of all Commercialization Expenses incurred in the annual Royalty Base will be reviewed within ninety Commercialization of Co-Promoted Products and of Net Sales of Co-Promoted Products (90“Co-Development Net Sales”) days in the U.S. Territory in sufficient detail to allow confirmation of same by the end JSC and MERCK. MERCK shall have the right for a period of each fiscal year (commencing [***] years after such Commercialization Expenses and Co-Development Net Sales are reconciled in accordance with fiscal year 2011) by Licensee’s Section 4.3.2 to appoint at its expense an independent certified public accounting firm in connection with accountant reasonably acceptable to ARIAD to audit the audit relevant records of Licensee’s consolidated financial statements. By ARIAD and its Affiliates to verify that the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance amount of such reports Commercialization Expenses and Co-Development Net Sales are correctly determined. ARIAD and its Affiliates shall each make its records available for audit by MERCK or such independent certified public accounting firms) attesting accountant during regular business hours at such place or places where such records are customarily kept, upon [***] days written notice from MERCK. Such audit right shall not be exercised by MERCK more than once in any Calendar Year and no period may be audited more than once. All records made available for audit shall be deemed to be Confidential Information of ARIAD. The results of each audit, if any, shall be binding on both Parties. In the accuracy of the Royalty Base computation, including any Allocations contained therein, and event there was an error in the amount of such Commercialization Expenses and Co-Development Net Sales reported by ARIAD hereunder, (a) if the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance effect of the certificate being prohibited for reasons outside Licenseeerror resulted in an underpayment, ARIAD shall promptly (but in any event no later than [***] days after ARIAD’s controlreceipt of the report so concluding) make payment to MERCK of the underpayment amount and (b) if the effect of the error resulted in an overpayment, MERCK shall promptly (but in any event no later than [***] days after MERCK’s receipt of the report so concluding) make payment to ARIAD of the overpayment amount. MERCK shall bear the full cost of such audit unless such audit discloses an underpayment by ARIAD of the greater of [***] percent ([***]%) of the aggregate amount of MERCK’s share of Operating Income in any Calendar Year or $[***], in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain ARIAD shall reimburse MERCK for all costs incurred by MERCK in connection with such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensoraudit.

Audit Rights. The computation Symantec may audit Your use of the annual Royalty Base Software and Maintenance to verify that Your usage complies with applicable Order Confirmations, including without limitation through collection and use of Collected Data, self-certifications, on-site audits and/or audits done using a third-party auditor. Third-party audits will be reviewed within ninety done upon reasonable notice and during normal business hours, but not more often than once each calendar year unless a material discrepancy is identified during the course of a prior review, at Symantec’s expense. You agree to implement internal safeguards to prevent any unauthorized copying, distribution, installation, or use of, or access to, the Software. You further agree to keep records sufficient to certify Your compliance with this License Agreement, and, upon request of Symantec, provide and certify metrics and/or reports based upon such records and accounting for both numbers of copies (90by title and version) days and network architectures as they may reasonably relate to Your licensing and deployment of the end Software. If Your use level of each fiscal year the Software or Maintenance is determined as not compliant, You will promptly submit an order within thirty (commencing with fiscal year 201130) days, at current Manufacturer’s Suggested Reseller Price (MSRP), or as otherwise mutually agreed, applicable to Your actual use of the Software or Maintenance in excess of Your entitlement rights including, but not limited to software license fees, new and lapsed Maintenance fees, and reinstatement costs. Lapsed Maintenance or excess subscription fees will be calculated at a minimum of one (1) year, unless an accurate calculation can be determined. Such fees are subject to interest at the rate of one and one-half percent (1½%) per month or the highest interest rate allowed by Licensee’s independent certified public accounting firm in connection with law, whichever is lower, from the date on which such amount became due. If the audit demonstrates that the MSRP value of Licensee’s consolidated financial statements. By Your non- compliant usage exceeds five percent (5%) of the one hundred and eightieth (180th) day MSRP value of each fiscal yearYour compliant deployments, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting You shall also reimburse Symantec for any third-party costs related to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensoraudit.

Audit Rights. The computation Buyer shall have reasonable audit rights regarding the calculation of Price. Specifically, Buyer may inspect Rayonier’s records (via a mutually agreed-upon accounting firm, such agreement upon the annual Royalty Base will be reviewed within ninety (90) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm shall not to be unreasonably withheld or delayed) to verify the Price. The accounting firm making such inspection shall be required to sign a reasonable confidentiality agreement provided by Rayonier and shall report only that Rayonier is in connection compliance with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained thereinpricing mechanism, and if not, the amount of such discrepancy in price. Upon receipt by Rayonier of a report showing such discrepancy, Rayonier shall revise the royalty payable applicable price charged to LicensorBuyer so that such discrepancy no longer exists. Buyer shall be solely responsible for all expenses associated with such audit, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing event the accounting firm determines there is a discrepancy in Rayonier’s calculation of the Price for any year, and if the aggregate price for all Product shipped to Buyer during such year exceeds *** of the aggregate price for said Product as determined by the accounting firm for said years, Rayonier shall be responsible for the accounting firm’s profession results in expenses associated with the issuance audit for such period. Audit rights under this Article shall be limited to one (1) audit per calendar year, and such audits may only be requested during the first three (3) months of the certificate being prohibited calendar year following the year for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing audit is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Baseintended, and the highest-ranking sales officer audit report must be delivered within six (6) months of Licensee will the day the audit request is delivered. Any failure to deliver a certificate request for an audit, or to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee deliver an audit report, within these time constraints shall pay for the preparation constitute a waiver of such certificates and their delivery to Licensoran audit.

Audit Rights. The computation Seller agrees to make available to Buyer during normal business hours prior to and for a period of twelve (12) months following Closing (the “Records Period”) any and all existing information and documents in the possession of Seller that Buyer may reasonably require to comply with Buyer’s or Buyer’s Affiliates tax and financial reporting requirements and audits, including, without limitation, filings with governmental authorities and filings that may be required by the Securities and Exchange Commission under the Securities Act of 1933 and/or the Securities Exchange Act of 1934. Without limiting the generality of the annual Royalty Base foregoing, Seller will be reviewed within ninety use its commercially reasonable efforts during the Records Period to cooperate with the independent auditors chosen by Buyer (90“Buyer’s Auditor”) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with their audit or review of any revenue and expense statements of the audit Assets that Buyer or any of Licenseeits Affiliates requires to comply with their tax, financial and other reporting requirements, and their review of any interim quarterly revenue and expense statements of the Assets that Buyer requires to comply with such reporting requirements. Seller’s consolidated financial statements. By cooperation will include (i) such reasonable access during normal business hours to Seller’s employees, representatives and agents who were responsible for preparing the one hundred revenue and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor expense statements and work papers and other supporting documents used in the form preparation of Schedule 7 hereto (with such changes financial statements as may be required due by Buyer’s Auditor to a change perform an audit in accounting firm accordance with generally accepted auditing standards or due to a change otherwise verify such financial statements, and (ii) delivery of one or more customary representation letters from Seller to Buyer’s Auditor that are requested by Buyer to allow such auditors to complete an audit (or review of any interim quarterly financials), and to issue an opinion that in rules governing Buyer’s experience is acceptable with respect to its audit or review. By making available existing information and documents in the issuance possession of Seller during the Records Period, Seller in no way represents or warrants the accuracy or completeness of such reports information. If Buyer discovers there is information missing, Seller agrees to cooperate reasonably with Buyer to request such information from third parties. Seller is under no obligation to update or correct such historical information or to assemble, create or produce additional financial, reserve or other information or analysis. Buyer will reimburse Seller, within ten (10) Business Days after demand therefor, for any reasonable out-of-pocket and overhead costs with respect to any costs incurred by independent certified public accounting firms) attesting to Seller in complying with the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach provisions of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to LicensorSection 9.5.

Audit Rights. The computation Subject to the other terms of this Section 11.11.2 (Audit Rights), during the Term, at the request of a Party (the “Auditing Party”), which will not be made more frequently than [*] per Calendar Year, upon at least [*] days’ prior written notice from the Auditing Party, and at the expense of the annual Royalty Base Auditing Party, the other Party (the “Audited Party”) will permit an independent, nationally-recognized certified public accountant selected by the Auditing Party and reasonably acceptable to the Audited Party (the “Auditor”) to inspect, during regular business hours, the relevant records required to be maintained by the Audited Party under Section 11.11.1 (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 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 14 (Confidentiality) and limiting the disclosure and use of such information by such accountant to authorized representatives of the Parties and the purposes germane to Section 11.11.1 (Records). The Auditor will report to the Auditing Party 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 the Auditing Party. The Auditing Party will treat the results of the Auditor’s review of the Audited Party’s records as Confidential Information of the Audited Party subject to the terms of ARTICLE 14 (Confidentiality). In the event such audit leads to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party will, within [*] days after receipt of such report from the Auditor, pay any undisputed amount of the discrepancy. The Auditing Party will pay the full cost of the audit unless the underpayment of amounts due to the Auditing Party is greater than [*] of the amount due for the entire period being examined and such underpayment also exceeds [*], in which case the Audited Party will pay the reasonable cost charged by the Auditor for such review. Any undisputed overpayments by the Audited Party revealed by an examination will be reviewed paid by the Auditing Party within ninety (90) [*] days of the end of each fiscal year (commencing with fiscal year 2011) by LicenseeAuditing Party’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy receipt of the Royalty Base computation, including applicable report. Sanofi will use Commercially Reasonable Efforts to include substantially similar rights as set forth in this Section 11.11.2 (Audit Rights) in any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Basesublicense agreement with its Sublicensee; provided, however, that Licensee shall not such sublicense agreement may provide that such audit be in breach conducted by Sanofi, its Affiliate or an independent auditor designated by Sanofi instead of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from by an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensorindependent auditor designated by Nurix.

Audit Rights. The computation Tenant shall have the right, at its sole cost and expense, to perform an audit on any of the annual Royalty Base will be reviewed reports provided by Management Company, and Management Company agrees to reasonably cooperate with any such audit. Subject to Legal Requirements, Tenant shall have access to Management Company’s books and records relating to the Facility and shall have the right to audit such books and records, including, with respect to any reports furnished by Management Company to Tenant pursuant to the terms of this Agreement, during the period of this Agreement and for a period of five (5) years after termination of this Agreement. Subject to Legal Requirements, Tenant also reserves the right, upon reasonable notice and during business hours, to perform any and all additional audits relating to Management Company’s activities either at the Facility or at Management Company’s office located at 1000 Xxxx Xxxxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, XX 00000. If Tenant’s employees or agents discover either weaknesses in internal control or material errors in record keeping, Management Company shall correct such discrepancies either upon discovery or within ninety (90) days a commercially reasonable period of time using diligent, efforts to remedy same and Management Company shall make any reasonable process changes to correct internal control weaknesses and to ensure any material errors in record keeping do not reoccur. Management Company shall inform Tenant in writing of the end action taken to correct such audit discrepancies. If Management Company fails to correct such discrepancies, Tenant shall have the right to (i) require Management Company to outsource the necessary accounting functions to Tenant-approved third-party service providers or (ii) terminate this Agreement. Any and all such audits conducted either by Tenant’s employees or agents shall be at the sole expense of each fiscal year (commencing with fiscal year 2011) Tenant. However, if an audit reveals any material weaknesses or significant deficiencies in internal controls as defined by Licensee’s independent certified public accounting firm the Public Company Accounting Oversight Board, any material errors in connection with record keeping, any misappropriation of funds by Management Company, its agents or employees or if the audit of Licensee’s consolidated financial statements. By reveals that the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor net cash flow from the Facility for the period audited exceeded the net cash flow reported by Management Company in the form of Schedule 7 hereto (with such changes as may be required due reports submitted to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting Tenant pursuant to the accuracy terms of this Agreement for such period by 3%, the cost of the Royalty Base computation, including any Allocations contained therein, and audit shall be borne by Management Company. Tenant’s right to require Management Company to pay the amount cost of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee audit under these circumstances shall not be in breach of addition to any other rights or remedies that Tenant may have under this obligation if a change Agreement or in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensorlaw or equity.

Audit Rights. The computation In the event of a dispute as to any Reconciliation Statement, Tenant will have the annual Royalty Base will right, after reasonable notice, to inspect to inspect Owner’s accounting records at reasonable times. If, after such inspection, Tenant still disputes such Reconciliation Statement, upon Tenant’s request therefor, a certification as to the proper amounts due under such of Reconciliation Statement and the amount due to or payable by Tenant shall be reviewed made by an independent (i.e. not utilized by either party within ninety the past three (903) days of the end of each fiscal year (commencing with fiscal year 2011years) certified public accountant mutually agreed to by Licensee’s Owner and Tenant. If Owner and Tenant cannot mutually agree to an independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of accountant, then each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by party shall select an independent certified public accounting firms) attesting to the accuracy accountant, who then shall jointly select a third independent certified public accountant (failing which agreement either party may seek a judicial determination of such independent certified public accountant). Each of the Royalty Base computationthree (3) independent certified public accountants shall, including within forty-five (45) days after selection make a good faith determination of the amounts properly incurred and due under such Reconciliation Statement and any Allocations contained thereinamounts then due, and the amount shall notify Owner, Tenant, and each other independent certified public accountant of such determinations. If all independent certified public accountants do not agree on of the royalty payable amounts properly incurred and due under the Reconciliation Statement for the period in dispute, the common decision of two (2) of them shall be determinative. If two (2) of the three (3) independent certified public accountant are unable to Licensorso agree, the determination that is neither the highest nor lowest of the three (3) determinations shall be final determination of the amounts properly incurred and due under such Reconciliation Statement for period in dispute. Such certification shall be final and conclusive as to all respects material parties. If the certification reflects that Tenant has overpaid amounts due under final Reconciliation Statement for the period in question, then Owner shall promptly refund such excess to Tenant and conversely, if Tenant has underpaid amounts due from Tenant thereunder, Tenant shall promptly pay such Royalty Base; provided, however, that Licensee additional amounts to Owner. Each party shall not be in breach responsible for the cost of this obligation if a change its independent certified public accountant and the parties shall share in the rules governing such accounting firm’s profession results in the issuance costs of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensorany jointly appointed independent certified public accountant.

Audit Rights. The computation Anthera shall keep (and, as applicable, shall cause its Affiliates and require its sublicensees to keep) complete and accurate books and records as are necessary to ascertain Anthera’s compliance with this Agreement, including such records as are necessary to verify royalty payments owed. Upon the written request of the annual Royalty Base will be reviewed within ninety (90) days of the end of Lilly and not more than once in each fiscal year (commencing with fiscal year 2011) by Licensee’s calendar year, Anthera shall permit an independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred nationally recognized standing selected by Lilly and eightieth (180th) day of each fiscal yearacceptable to Anthera, such accounting firm will deliver a certificate acceptance not to Licensor in be unreasonably withheld or delayed, at Lilly’s expense, to have access upon prior written notice during normal business hours to such of the form records of Schedule 7 hereto (with such changes Anthera as may be required due reasonably necessary to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to verify the accuracy of the Royalty Base computationroyalty reports hereunder for any year ending not more than [***] prior to the date of such request. Lilly shall submit an audit plan, including audit scope, to Anthera at least thirty (30) days prior to the commencement of such audit. The accounting firm shall disclose to Lilly only whether the reports are correct and the specific details concerning any Allocations contained thereindiscrepancies. No other information shall be shared. Lilly shall treat all financial information subject to review under this Section 3.8 as confidential, and shall cause its accounting firm to retain all such financial information in confidence. All amounts due as shown by the audit shall be paid within thirty (30) days following the receipt of the final audit report. If the audit shows that the royalty amounts paid by Anthera for the period audited are [***] less than the amount actually due for such period, Anthera shall pay [***] reasonable expenses of Lilly in conducting the royalty payable to Licensor, audit. Anthera will include in all respects material sublicenses granted in accordance herewith, and any other agreements enabling a Third Person to such Royalty Base; providedbe a seller of Licensed Products, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, an audit provision substantially similar to the extent practicable foregoing requiring such seller to keep full and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of accurate books and records relating to the rule change, no accounting firm of national standing is able Licensed Products and granting Lilly the right to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to audit the accuracy of the Royalty Base computation and information reported by the amount of the royalty payable to Grupo Televisa, sublicensee in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensorconnection therewith.

Audit Rights. The computation of Each party shall have the annual Royalty Base will right to have mutually acceptable ------------ independent CPA auditors (which auditors shall not be reviewed 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 ninety thirty (9030) days of receipt by the end audited party of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with a written request from the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal yearauditing party to audit, such accounting firm will deliver during normal business hours, at a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Basetime mutually agreed upon; provided, however, that Licensee no audit of ICQ's accounting records may be conducted during the months of June through September. The cost of such an audit shall not be in breach of this obligation if borne by the auditing party unless a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s controlmaterial discrepancy is found, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result cost of the rule change, no accounting firm audit shall be borne by the audited party. A discrepancy shall be deemed material if it involves a payment or adjustment of national standing is able to provide such certificate, then for so long as such rule change remains more than five percent (5%) of the amount actually due from the audited party in effect, Licensee any given quarterly period. Neither party shall have no further obligations regarding such certificate)be audited more frequently than annually. Within Audits shall not interfere unreasonably with the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor audited party's business activities and shall be conducted in the form of Schedule 8 hereto attesting to audited party's facilities during normal business hours, at a time mutually agreed upon. An audit may cover any period; provided that: (i) the accuracy period has not been previously audited; and (ii) the period under audit is within a three year period immediately preceding the commencement of the Royalty Base computation and audit. The audited party shall promptly reimburse the auditing party for the amount of the royalty payable to Grupo Televisa, in each case in all respects material to any discrepancy arising out of such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting audit which indicates that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to auditing party is owed amounts hereunder as well as the Royalty Base. Licensee shall pay for costs of the preparation of such certificates and their delivery to Licensoraudit, if applicable, as provided above.

Audit Rights. The computation Seller agrees to make available to Buyer during normal business hours prior to and for a period of twelve (12) months following Closing (the “Records Period”) any and all existing information and documents in the possession of Seller that Buyer may reasonably require to comply with Buyer’s or Buyer’s Affiliates tax and financial reporting requirements and audits, including, without limitation, filings with governmental authorities and filings that may be required by the Securities and Exchange Commission under the Securities Act of 1933 and/or the Securities Exchange Act of 1934. Without limiting the generality of the annual Royalty Base foregoing, Seller will be reviewed within ninety use its commercially reasonable efforts during the Records Period to cooperate with the independent auditors chosen by Buyer (90“Buyer’s Auditor”) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with their audit or review of any revenue and expense statements of the audit Assets that Buyer or any of Licenseeits Affiliates requires to comply with their tax, financial and other reporting requirements, and their review of any interim quarterly revenue and expense statements of the Assets that Buyer requires to comply with such reporting requirements. Seller’s consolidated financial statements. By cooperation will include (i) such reasonable access during normal business hours to Seller’s employees, representatives and agents who were responsible for preparing the one hundred revenue and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor expense statements and work papers and other supporting documents used in the form preparation of Schedule 7 hereto (with such changes financial statements as may be required due by Xxxxx’s Auditor to a change perform an audit in accounting firm accordance with generally accepted auditing standards or due to a change otherwise verify such financial statements, and (ii) delivery of one or more customary representation letters from Seller to Buyer’s Auditor that are requested by Xxxxx to allow such auditors to complete an audit (or review of any interim quarterly financials), and to issue an opinion that in rules governing Buyer’s experience is acceptable with respect to its audit or review. By making available existing information and documents in the issuance possession of Seller during the Records Period, Seller in no way represents or warrants the accuracy or completeness of such reports by independent certified public accounting firms) attesting information. If Xxxxx discovers there is information missing, Xxxxxx agrees to the accuracy of the Royalty Base computationcooperate reasonably with Xxxxx to request such information from third parties. Seller is under no obligation to update or correct such historical information or to assemble, including any Allocations contained thereincreate or produce additional financial, and the amount of the royalty payable to Licensorreserve or other information or analysis. Buyer will reimburse Seller, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensor.within ten

Audit Rights. The computation of Angiotech shall have the annual Royalty Base right, upon reasonable advance written notice, to have Orthovita’s books, records and accounts examined during normal business hours, at Angiotech’s expense. Such audits shall be performed by a qualified independent certified *** Certain information in this exhibit has been omitted and will be reviewed within ninety (90) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection filed separately with the audit of Licensee’s consolidated financial statements. By the one hundred Securities and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due Exchange Commission pursuant to a change in accounting firm or due confidential treatment request under 17 C.F.R. Sections 200.80(b)(4) and 230.406. public accountant nominated by Angiotech and reasonably acceptable to a change in rules governing Orthovita, and shall be for the issuance sole purpose of such reports by independent certified public accounting firms) attesting to verifying the accuracy of the Royalty Base computationOrthovita’s accounting reports and any costs and/or payments incurred or to be incurred, including any Allocations contained thereinor made or to be made, pursuant to this Agreement (including, without limitation, actual and estimated Cost of Goods, Sales & Marketing Commissions, average sale price, and the amount of the royalty payable any transfer price to Licensor, in all respects material to such Royalty BaseAngiotech that is calculated therefrom). Such audits may not be performed by Angiotech more than once per Calendar Year; provided, however, that Licensee shall if such an audit reveals that Orthovita is not be in breach compliance with the reporting requirements of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificateSection 7.3, then Angiotech shall be entitled to audit Orthovita’s books, records and accounts at reasonable intervals until such time as Orthovita is again in compliance with the reporting requirements of Section 7.3, including re-audit of books, records and accounts for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same period of time periodfor which an audit was previously conducted by Angiotech. Such accountant shall be instructed not to reveal to Angiotech the details of its review, except for (a) such information as is required to be disclosed under this Agreement and (b) such information presented in a summary fashion as is necessary to report the chief financial officer of Licensee will deliver a certificate accountant’s conclusions to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty BaseAngiotech, and all such information disclosed to Angiotech under this Section 7.4 shall be deemed Confidential Information of Orthovita. If the highest-ranking sales officer accountant makes a determination of Licensee will deliver a certificate underpayment by Orthovita, Orthovita shall remit to Licensor Angiotech, within thirty (30) days of receiving notice from Angiotech, any underreported amounts, or other amounts due to Angiotech hereunder, together with interest from the original due date for payment, as provided in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty BaseSection 7.8. Licensee shall pay for the preparation of such certificates and their delivery to Licensor.***

Audit Rights. PDL shall have the right to have an independent nationally-recognized accounting firm reasonably acceptable to GMN access the books and records of GMN and its Affiliates solely to the extent necessary to 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 immediately preceding [****]*, may not audit less than [****]*, and may not be conducted more than [****]* with respect to any particular [****]*. The computation auditing party shall be * 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 agreement for the benefit of, and in a form reasonably acceptable to, GMN and/or its Affiliates. GMN shall be provided the opportunity to discuss any discrepancies found during such audit with the auditors prior to such auditor issuing its final report. The final report shall be shared with both of the annual Royalty Base will be Parties, after PDL has reviewed and discussed the report with its accounting firm. If any audit discloses any underpayments by PDL to GMN, then unless contested by PDL within ninety (90) days [****]* after receipt of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy necessary documentation of the Royalty Base computationamount owed, including any Allocations contained thereinunderpayment shall be paid by PDL to GMN within [****]* of it being so disclosed. If any audit discloses any overpayments by PDL to GMN, and then unless contested by GMN within [****]* after receipt of the necessary documentation of the amount owed, PDL shall have the right to credit the amount of the royalty payable overpayment together with any interest thereon calculated in accordance with Section 7.3, against subsequent payment due to LicensorGMN under this Agreement or have any such overpayment and interest refunded to it. If any audit discloses any overcharges by GMN in excess of [****]*, in all respects material to such Royalty Base; provided, however, that Licensee GMN shall not be in breach pay the costs of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensor.

Audit Rights. The computation Licensee shall permit an independent public accountant designated by Lipocine and acceptable to Licensee (such acceptance not to be unreasonably denied, conditioned, or delayed), to have access, no more than [***] in each Calendar Year during the Term and for the [***] Calendar Years following the termination or expiration of the annual Royalty Base will be reviewed within ninety (90) this Agreement, during regular business hours and upon at least [***] days of the end of each fiscal year (commencing with fiscal year 2011) by written notice, to Licensee’s independent certified public accounting firm in connection with records and books to the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate extent necessary to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to determine the accuracy of Net Sales reported and payments made by Licensee to Lipocine within the Royalty Base computation, including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects [***]year period immediately preceding such an audit. No period will be audited more than once unless an audit uncovers a material to such Royalty Base; provided, however, inaccuracy that Licensee shall not be in breach of this obligation if is disputed by a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s controlParty, in which case event a further audit will be permitted in order to facilitate dispute resolution. Before beginning its audit, the independent public accountant shall enter into a confidentiality agreement acceptable to Licensee shallpursuant to which such independent public accountant shall keep confidential all information reviewed during such audit. The independent public accountant shall disclose to each Party only (a) the accuracy of Net Sales reported and the basis for royalty and other payments made to Lipocine under this Agreement and (b) the difference, to the extent practicable if any, such reported and as promptly as practicable, obtain such certificate paid amounts vary from an alternate accounting firm of national standing (it being understood that if amounts determined as a result of the rule changeaudit. If such examination results in a determination that Net Sales or payments have been misstated, no accounting firm of national standing is able over or under paid amounts due shall be paid promptly to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate)the appropriate Party. Within the same time periodIf Net Sales are understated by greater than [***], the chief financial officer fees and expenses of such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Lipocine. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee will deliver a certificate subject to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to LicensorArticle 6.

Audit Rights. The computation of the annual Royalty Base will be reviewed within ninety Within sixty (9060) days of the end reconciliation and adjustment as set forth in Section 3.02 regarding Operating Expenses (but not more than once per year), if Tenant disputes the amount of each fiscal year (commencing with fiscal year 2011) by Licensee’s Additional Rent set forth in the reconciliation statement, an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm firm), designated and paid for by Tenant, may, upon at least twenty (20) business days prior written notice to Landlord, and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in connection with default under this Lease and Tenant has paid all amounts from the applicable reconciliation statement that are not in dispute, as the case may be. No such audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due conducted on a contingency basis by the accountant (and therefore no portion of the fee or other compensation payable to a change the accountant may in accounting firm or due any way be tied to a change in rules governing the issuance results of such reports audit), and any such audit conducted on such basis shall be deemed void for the purposes hereof, and Tenant hereby waives and further rights under this Section 3.08 following the performance of an audit on such basis. Tenant’s failure to dispute the amount of Additional Rent set forth in any statement within sixty (60) days of Tenant’s receipt of such statement shall be deemed to be Tenant’s approval of such statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accounting firmsaccountant (the “Accountant”) attesting selected by Landlord, subject to Tenant’s reasonable approval. The results of any audit conducted pursuant to this Section 3.08 shall be kept confidential by Tenant and its accountant, and at Landlord’s request, such accountant must agree in writing (in a commercially reasonable form) to keep the accuracy results of such audit confidential and not to reveal the same to any parties other than Landlord and Tenant. In the event of any breach of the Royalty Base computationforegoing confidentiality/non disclosure covenant by the Tenant’s accountant, Tenant or Tenant’s agents, Tenant hereby indemnifies and will hold Landlord harmless from and against any and all costs, claims, actions, causes of action, liabilities, losses or damages (including any Allocations contained therein, and the amount of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if reasonable attorneys fees) suffered or incurred by Landlord as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to Licensorbreach.

Audit Rights. The computation Provided Tenant is not in Default under the terms of this Lease (nor is any event occurring which with the annual Royalty Base will be reviewed giving of notice or the passage of time, or both, would constitute a Default hereunder), Tenant, at its sole expense subject to the last sentence of this Paragraph 4(f), shall have the right within ninety (90) days of after the end delivery of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with Expense Statement to review and audit Landlord's books and records regarding such Expense Statement for the audit sole purpose of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to determining the accuracy of such Expense Statement. Such review or audit shall be performed by a nationally recognized accounting firm that calculates its fees with respect to hours actually worked and that does not discount its time or rate (as opposed to a calculation based upon percentage of recoveries or other incentive arrangement), shall take place during normal business hours in the Royalty Base computationoffice of Landlord or Landlord's property manager and shall be completed within three (3) business days after the commencement thereof. If Tenant does not so review or audit Landlord's books and records, including any Allocations contained therein, Landlord's Expense Statement shall be final and binding upon Tenant. In the event that Tenant determines on the basis of its review of Landlord's books and records that the amount of Expenses paid by Tenant pursuant to this Paragraph 4 for the royalty period covered by such Expense Statement is less than or greater than the actual amount properly payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach by Tenant under the terms of this obligation Lease, Tenant shall promptly pay any deficiency to Landlord or, if a change in Landlord concurs with the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in each case in all respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery audit, Landlord shall promptly refund any excess payment to LicensorTenant, as the case may be.