Common use of Audit Clause in Contracts

Audit. (a) During the Term and for three (3) years thereafter, SpinCo shall have the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement in such year), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. (a) During the Term and for three (3) years thereafterThe University may, SpinCo shall have the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement in such year), upon reasonable advance notice to RemainCo, to have an independent itself or using a third party examine all booksagent, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve of Licensee upon [***] advance written notice specifying any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo time of day during Licensee’s business hours (or its designeeif Licensee has no set business hours then during the hours of 8AM to 4PM) shall promptly pay to RemainCo (or its designee) upon demand at Licensee’s place of business for the amount overpaid or RemainCo may, at its option, deduct purpose of verifying Licensee’s reports and compliance by Licensee in all other respects with this Agreement. No such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which audits shall be calculated and accrue as conducted hereunder more frequently than once every [***] nor shall University be permitted to repeat an audit of books for a period previously audited unless: (i) there is reason to believe that any of the circumstances described in Section 11.69.02 has occurred; or (ii) with respect to a repeat audit, Licensee has undergone a restatement of its records for that period. Notwithstanding the foregoing, Licensee will grant University, or its auditor, access to all of Licensee’s records for all prior periods to the extent necessary to perform a proper audit. If any audit identifies an underpayment by Licensee, Licensee will promptly pay the underpayment to University including interest as provided for in Section 4.03. If any audit identifies an overpayment by Licensee, Licensee may deduct such overpayment from the next scheduled payments due University until such overpayment has been recovered by Licensee. If any audit leads to the discovery of an underpayment by Licensee in respect of any Calendar Quarter of [***] between amounts due in respect of such quarter and amounts reported to be due by Licensee in its quarterly report for such quarter or otherwise reveals a previously undisclosed material breach of this Agreement, Licensee will, within [***] after written notice from the University, reimburse the University for all of its costs related to the audit. Otherwise, any audit will be at the University’s expense. Licensee will, in any event and without regard to the size of the discrepancy, [***] pay to the University the amount of any previous underpayment, including interest from the time such amount was due until paid in full in accordance with Section 4.03. Any audit conducted pursuant to this Section 5.05 will be conducted, at University’s option, by the University itself or by an auditor selected by University and reasonably acceptable to the Licensee. For the avoidance of any doubt, University’s right to audit books under this Section 5.05 applies to all Affiliates that sell Licensed Products or practice Licensed Processes and to all Sublicensees to the same extent that it applies to Licensee. Failure by Licensee, an Affiliate or a Sublicensee to permit University to conduct an audit as set forth in this Section 5.05 will [***] give University the right to suspend the non-compliant party’s rights under the Patent Rights until such time as said party becomes compliant with this Section 5.05. University’s right to audit Licensee’s books in accordance with this Section 5.05 will extend for [***] after the expiration or termination of this Agreement for any reason. With respect to any University’s rights under a continuing Sublicense under Sections 2.03(A) and 2.03(E), University’s right to audit the Sublicensee’s books will extend for [***] after the expiration or termination of said Sublicense for any reason.

Audit. (a) During MITSUBISHI shall keep and shall cause to be kept accurate records in sufficient detail to enable the Term amounts due hereunder to be determined and to be verified by VERTEX. Upon the written request of VERTEX, at VERTEX’s expense and not more than once in any calendar year, MITSUBISHI shall permit an independent accountant of national prominence selected by VERTEX, and approved by MITSUBISHI, to have access during normal business hours to those records of MITSUBISHI as may be reasonably necessary to verify the accuracy of the sales reports furnished by MITSUBISHI pursuant to this Section 6.5, in respect of any calendar year ending not more [***] prior to the date of such notice. Such accountant shall not disclose any information except that which should properly be contained in a sales report required under this Agreement. MITSUBISHI shall include in each sublicense entered into by it pursuant to this Agreement a provision requiring the sublicensee to keep and maintain adequate records of sales made pursuant to such sublicense and to grant access to such records by the aforementioned independent accountant for the reasons specified in this Section 6.5. Upon the expiration of three (3) years thereafterfollowing the end of any calendar year, SpinCo shall have the right, at any time (but not more than once per calculation of amounts payable with respect to such calendar year, unless an audit reveals an understatement then in dispute, shall be binding and conclusive upon VERTEX, and MITSUBISHI and its Affiliates and sublicensees shall be released from any liability or accountability with respect to payments for such year), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested The report prepared by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCoaccountant, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, a copy of which shall be calculated sent or otherwise provided to MITSUBISHI by such independent accountant at the same time it is sent or otherwise provided to VERTEX, shall contain the conclusions of such independent accountant regarding the audit and accrue as described in Section 11.6will specify that the amounts paid to VERTEX pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If RemainCo, in good faith, disputes that there was an such independent accountant’s report shows any underpayment, the Parties MITSUBISHI shall review the books and records in a cooperative manner in an attempt remit or shall cause its Affiliates or sublicensees to resolve any discrepancy. remit to VERTEX within thirty (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (4530) days after receiving documentation evidencing MITSUBISHI’ receipt of such overpayment reasonably requested by SpinCoreport, SpinCo shall pay interest on (i) the amount of such overpaid amountunderpayment and (ii) if such underpayment exceeds five percent (5%) of the total amount owed for the calendar year then being audited, which the reasonable and necessary fees and expenses of such independent accountant performing the audit, subject to reasonable substantiation thereof. Any overpayments shall be calculated fully creditable against amounts payable in subsequent payment periods. VERTEX agrees that all information subject to review under this Section 6.5 or under any sublicense agreement is confidential and accrue as described that VERTEX shall retain and cause its accountant to retain all such information in Section 11.6confidence.

Audit. (a) During the Term and for three (3) years thereafter, SpinCo 13.1 The Broadcaster shall have the right, at any time (but not more than once per twice during each calendar year, unless an audit reveals an understatement in such year), upon reasonable advance notice to RemainCoyear during the Term, to have an independent third party examine all booksreview and/or audit the SMS, CAS, other related systems and records and accounts of RemainCo SMS of the Operator relating to the Subscribed Channel(s) provided by the Broadcaster for the five (5) years preceding purpose of verifying the amounts properly payable to Broadcaster under the Agreement, the information contained in Reports and full compliance with the terms and conditions of the Agreement. The scope of such examination Audit shall be as set out in Annexure F attached hereto. If such review and/or audit reveal that relate the Operator is liable to pay Additional Fees determined by Technical Audit to the calculation Broadcaster by the Operator, the Operator shall immediately pay such Additional Fees determined by Technical Audit, along with the Default Interest Rate. If such Additional Fees is more than two per cent (2%) of the Royalty or Monthly Subscription Fees for the Minimum Annual Royalty Shortfall (if any)applicable period already paid by Operator to the Broadcaster, the Operator shall pay all of the Broadcaster’s costs incurred in connection with such review and/or audit, and other amounts payable under this Agreement where undertake to take any necessary actions to avoid such errors in the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such auditfuture. (b) 13.2 The Operator shall remain the sole owner and holder of all customer databases compiled by the Operator under the Agreement. 13.3 If an examination such review or audit reveals that RemainCo has made underpayments the Operator is liable to SpinCopay Additional Fees determined by Commercial Audit to the Broadcaster, RemainCo Operator shall immediately pay such Additional Fees determined by Commercial Audit, along with the Default Interest Rate. If such Additional Fees determined by Commercial Audit is more than five per cent (5%) of the Monthly Subscription Fees for the applicable period already paid by Operator to the Broadcaster, the Operator shall pay all of the Broadcaster’s costs incurred in connection with such review and/or audit, and undertake to take any necessary actions to avoid such errors in the future. Further in such a case where there is a discrepancy of 5% or its designee) shall promptly pay to SpinCo (or its designee) upon demand more, as detailed in this clause, the amount underpaid plus interest, which Broadcaster shall be calculated and accrue as described permitted to be undertake such review/audit carried once in Section 11.6every quarter henceforth, however at the Broadcaster’s sole discretion. If RemainCoFor the sake of clarity, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve if such quarterly review/audit shows any discrepancy, then the Operator shall be liable to reimburse the Broadcaster’s costs incurred in connection with such review and/or audit. (c) If an examination or 13.4 The Operator shall provide full cooperation to the Broadcaster’s Auditors in order to carry out the audit reveals that RemainCo has made overpayments including but not limited to SpinCogranting unfettered, SpinCo (or its designee) unqualified and unrestricted access to the Operator’s facilities and systems including but not limited to SMS, CAS, IT systems and providing documents as may be required by the Auditors. The Operator shall promptly pay have no objection to RemainCo (or its designee) upon demand the amount overpaid or RemainCo mayAuditors carrying/using their own equipment’s, at its optionsystems including but not limited to laptop, deduct software & hardware for conducting such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which audit and shall be calculated provided with free ingress and accrue egress from the premises where in such audit is conducted. This shall also apply to Technical Audits. Any breach by or on the part of the Operator with regard to the above covenants shall be construed as described in Section 11.6material breach of this Agreement.

Audit. Each Statement delivered to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant (ai) During pays to Landlord when due the Term and for three (3) years thereafter, SpinCo shall have the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement amount set forth in such year)Statement, upon reasonable advance without prejudice to Tenant’s right to audit such Statement, and (ii) within ninety (90) days after such Statement is delivered, sends a written notice to RemainCoLandlord stating that Tenant will audit the records concerning the items objected to by Tenant. Tenant and all auditors, to have an independent third party examine all booksrepresentatives, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any)contractors, agents, and other amounts payable third parties involved on behalf of Tenant in any review, audit or dispute concerning Expenses or Taxes shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review. Tenant agrees that Tenant will not employ, in connection with any review, audit or dispute under this Agreement where Lease, any person or entity who is to be compensated in whole or in part, on a contingency fee basis. If Tenant satisfies the calculation of such amount depends on information provided by RemainCoforegoing conditions precedent, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as then Tenant may be reasonably requested by such independent third party related to such audit. (b) If an examination review or audit reveals that RemainCo has made underpayments to SpinCothe Expenses or Taxes (as applicable) for the subject calendar year or Fiscal Year, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6applicable. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt parties are unable to resolve any discrepancy. dispute as to the correctness of such Statement within thirty (c30) If an examination days following the review or audit reveals performed by T▇▇▇▇▇, then either party may refer the issues raised by such review or audit to a nationally recognized public accounting firm selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. If said accountants shall determine that RemainCo has Tenant shall have made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand any payment in excess of the amount overpaid or RemainCo mayproperly due hereunder, at its option, deduct such excess amount from future Royalty payments made pursuant shall be refunded to Section 11.5, noting Tenant by Landlord promptly after said accountants shall have rendered their decision and if such offset in accountants shall determine that Tenant shall have underpaid the accompanying Royalty Reportamount properly due hereunder such under-payment shall be paid by Tenant to Landlord promptly after said accountants shall have rendered their decision. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo Tenant shall pay interest on the fees and expenses relating to such overpaid amountprocedure, unless such accountants determine that Landlord overstated Expenses or Taxes by more than five percent (5%) for such calendar year or Fiscal Year, as applicable, in which case Landlord shall be calculated pay the reasonable out-of-pocket fees and accrue expenses incurred by Tenant. Except as described provided in this Section 11.64.8, Tenant shall have no right whatsoever to dispute by judicial proceeding or otherwise the accuracy of any Statement.

Audit. (a) During the Term Contractor will maintain complete and accurate financial and other records on this Order for at least three (3) calendar years thereafterafter the year during which the Goods were delivered and/or Services performed, SpinCo or for such longer period as may be required by applicable Law, and for so long thereafter as a dispute may exist between the Parties. Upon Company’s written request, and, except as herein otherwise provided, at Company’s expense, Company will be entitled to inspect, copy and audit Contractor’s records, during regular business hours at Contractor’s office, for the purpose of verifying Contractor’s compliance with the terms and conditions set forth in this Order, including the accuracy of all ▇▇▇▇▇▇▇▇ made by Contractor to Company. Contractor shall cooperate fully with Company and/or its representatives’ reasonable requests for documentation pursuant to any such audit, except for requests for documentation regarding the calculation of Contractor’s profit margin and overhead rates. Company shall be entitled to copies (free of charge) of all such documentation. If adjustments are necessary, Contractor will promptly issue an amended final invoice or credit, as the case may be. In addition, if Company’s audit reveals an overbilling of 5% or more, Contractor shall reimburse Company for its reasonable audit costs. If, as a result of such audit, Company determines that any amount previously paid to Contractor was not due and payable, Company shall have the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement in such year), upon reasonable advance notice right to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct recover such amount from future Royalty payments made pursuant Contractor, notwithstanding any prior full or partial payment by Company to Section 11.5Contractor of such invoiced amounts. Company may immediately withhold an amount necessary to offset any audit claims from current invoices of Contractor. In the event that Company withholds payment to offset audit claims, noting Company will promptly notify Contractor of such offset and will pay any undisputed invoiced amounts in excess of the accompanying Royalty Reportaudit claim amounts. If SpinCo does amounts currently due from Company to Contractor are not sufficient to cover amounts due to Company as the result of an audit, Company shall invoice Contractor for such amounts and Contractor shall pay RemainCo such overpaid amount invoices within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6of receipt of the invoice.

Audit. (a) During Upon the Term written request of the Acting Holders provided to Parent within 20 Business Days after the delivery to the Rights Agent of a Milestone Failure Notice (and for three (3) years thereafter, SpinCo shall have the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement in only if such yeara notice is delivered), upon reasonable advance notice Parent shall permit, and shall cause its controlled Affiliates to RemainCopermit, an independent certified public accounting firm of nationally recognized standing designated in writing either (i) jointly by the Acting Holders and Parent, or (ii) if such parties fail to make a designation, jointly by an independent public accounting firm selected by Parent and an independent public accounting firm selected by the Acting Holders (the “Independent Accountant”) to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding access during normal business hours to such examination that relate to the calculation of the Royalty records of Parent, the Company, the Surviving Corporation or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance Affiliates of Parent as may be reasonably requested by necessary to determine the Product Spend as of the CVR Expiration Date (an “Audit”). Parent shall, and shall cause its controlled Affiliates to, furnish to the Independent Accountant such independent third party access, work papers and other documents and information reasonably necessary for the Independent Accountant’s evaluation of the occurrence of the Milestone; provided, that Parent may, and may cause its controlled Affiliates to, redact documents and information not relevant for such evaluation. The Independent Accountant shall disclose to Parent and the Acting Holders any matters directly related to such auditits findings, including its determination with respect to the amount of Product Spend. The fees charged by the Independent Accountant shall be paid by the Parent. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once. (b) If Each Person seeking to receive information from Parent in connection with an examination or audit reveals Audit pursuant to this Section 4.5 shall enter into a confidentiality agreement with Parent and/or its applicable controlled Affiliate satisfactory to Parent obligating such party to retain all such information disclosed to such party in confidence pursuant to such confidentiality agreement; provided, that RemainCo has made underpayments the Acting Holders may share the result of such Audit with other Holders that have a need to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated know such information and accrue as described in Section 11.6. If RemainCosuch other Holders’ respective counsel, in good faitheach case, disputes that there was an underpayment, the Parties shall review the books and records in are subject to a cooperative manner in an attempt customary obligation of confidentiality with respect to resolve any discrepancysuch information. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. (a) Each of the parties agrees that it will keep current and accurate books of accounts and records, in accordance with its standard operating procedures, with respect to the transactions effected pursuant to this Master Agreement. During the Term Term, each party shall permit the other party’s designated auditors and for three (3) years thereafter, SpinCo shall have the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement in Governmental Authorities to review its books and records with respect to such year)transactions, upon reasonable advance notice to RemainCoprior written notice, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such auditduring normal business hours. (b) If EVERTEC, COMPANY, and BPPR acknowledge and agree that the performance of the Services may be subject to regulation by Governmental Authorities. EVERTEC agrees to use Best Efforts to cooperate with any audit or examination of the Services or COMPANY, BPPR, or their respective Subsidiaries, whether by a Governmental Authority or internal or external auditors of COMPANY, BPPR, or their respective Subsidiaries (“Audit”). Except for Audits required to be conducted by a Governmental Authority or by Legal Requirement, and for Audits conducted to verify remediation of a material breach of any provision of this Master Agreement uncovered in a previous Audit (a “For Cause Audit”), no more than one Audit shall be conducted in any twelve-month period. Furthermore, EVERTEC agrees to provide any information or material lawfully and reasonably requested during an examination Audit, and permit such auditing parties to inspect or audit reveals EVERTEC with respect to its provision of the Services; provided, however, that RemainCo has made underpayments (i) each of COMPANY and BPPR agrees to SpinCoreimburse EVERTEC for all reasonable costs incurred by EVERTEC to fulfill Audit requests from COMPANY, RemainCo (BPPR or its designeeSubsidiaries under this Section 8.4b) (other than For Cause Audits); (ii) prior to reviewing any such information or material provided by EVERTEC, any Third Party (other than a Governmental Authority) shall promptly pay execute a customary confidentiality agreement with EVERTEC; and (iii) nothing in this Section 8.4 shall require EVERTEC to SpinCo provide information that would be expected to result in the waiver of any attorney-client or other legal privilege or disclosure of the confidential information of EVERTEC’s other customers that is not related to COMPANY or BPPR or their Subsidiaries. COMPANY or BPPR requests for detail to support invoices or copies of any policies, procedures, summaries, audit reports or other information or access that EVERTEC is required to provide under this Master Agreement (or its designeeincluding under Section 9.3) upon demand will not be considered “Audits” for purposes of the amount underpaid plus interest, which shall be calculated frequency limitation and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancycost reimbursement provisions above. (c) If an examination In connection with each Audit, EVERTEC will provide COMPANY, BPPR, and their respective Subsidiaries and auditors, upon COMPANY’s or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo mayBPPR’s written request, at its optiona time, deduct such amount from future Royalty payments made pursuant frequency and place reasonably agreed to Section 11.5between the parties, noting such offset with access to Personnel and information relating to the Services to permit COMPANY, BPPR, and their respective Subsidiaries and auditors to (w) review EVERTEC’s performance of Services; (x) validate EVERTEC’s compliance with this Master Agreement; (y) comply with applicable Legal Requirements; and (z) conduct third party management and oversight discussions with management and personnel of EVERTEC concerning the status and conduct of Services and work being performed under this Master Agreement. EVERTEC’s obligation in this regard will include providing to COMPANY and BPPR the accompanying Royalty following reports (each, an “Audit Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five ”) on an annual basis: (45i) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue Service Center Review reports (as further described in Section 11.68.7); (ii) Business Continuity Plan and business resumption test results (as further described in Section 2.13); (iii) Data Protection Program documentation (as further described in Section 5.3(f); (iv) Penetration Tests (as further described in Section 6.2(c)); (v) vulnerability and patch management implementation reports; and (vi) responses to vendor questionnaires and other standardized information gathering requests. (d) To the extent directed by a Governmental Authority or required by a Legal Requirement, EVERTEC and its Affiliates will provide COMPANY and BPPR or their respective Subsidiaries or auditors with access to their facilities and Systems and related Personnel to address the request from the Governmental Authority or comply with the Legal Requirement. (e) To the extent an Audit reveals areas of material concern to COMPANY or BPPR, the parties will agree on a plan to address the deficiency in an adequate and timely manner, it being agreed that the costs of implementing any aspect of such plan shall be borne by EVERTEC to the extent that the deficiency is attributable to actions or omissions on the part of EVERTEC or any Subcontractor. EVERTEC will promptly execute any such plan and track and report on its activities and results obtained under the plan until the parties agree the area of concern has been remediated.

Audit. (a) During Roche shall keep, and shall require its Affiliates and sublicensees to keep, accurate and correct records of Products sold under this Agreement after the Term and Effective Date appropriate to determine the amounts due hereunder to Trimeris. Such records shall be retained for at least three (3) years thereafterfollowing the end of the calendar year to which such records pertain. At Trimeris’ request, SpinCo Roche will cause its independent certified public accountants to prepare abstracts of Roche’s relevant business records for review by Trimeris. If, based upon a review of such abstracts, Trimeris reasonably believes that a full audit of said business records would be necessary for the confirmation of the accuracy of all payments due hereunder, Trimeris shall have the rightright to engage Roche’s independent public accountant to perform, at any time on behalf of Trimeris, an audit of all work papers and supporting documents pertinent to such abstracts. The audit rights under this Agreement may be exercised by Trimeris (but not i) no more often than once per calendar year, unless (ii) not more frequently than once with respect to records covering any specific period of time, and (iii) no later than three (3) years after the end of the payment period to which such records relate, provided that once Trimeris requests an audit reveals an understatement in abstract of Roche’s relevant business records, such year), upon reasonable advance three (3) year period shall be tolled during the period that it takes for Roche’s independent certified public accountants to prepare such abstracts and the date of Trimeris’ notice to RemainCoRoche of Trimeris’ exercise of such audit rights shall be deemed to be the date of exercise by Trimeris. The audit shall be performed upon no less than thirty (30) days prior written notice to Roche, during Roche’s normal business hours. The terms of this Section 7.8 shall survive the Term for a period of three (3) years. Trimeris will bear the full cost of any such abstracts or audit unless such audit discloses an underpayment to have an independent third party examine all books, records and accounts Trimeris of RemainCo for the more than five percent (5%) years preceding such examination that relate from the amounts paid. Roche shall promptly (i) pay any underpayment due to Trimeris and, (ii) if the calculation underpayment is more than five percent (5%) of the Royalty or amount paid, Roche shall bear the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation full reasonable cost of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested Any overpayment by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which Roche shall be calculated and accrue as described in deducted from the next payment due Trimeris under Section 11.6. If RemainCo7 of this Agreement or, in good faithif no such further payments are due, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt promptly reimbursed to resolve any discrepancyRoche by Trimeris. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. As soon as is reasonably practical after each Operating Year, Landlord shall provide Tenant with a statement (aa “Statement”) During setting forth the Term and actual ultimate Additional Rent for three (3) years thereafterthe subject Operating Year. If Tenant disputes the amount set forth in a given Statement, SpinCo Tenant shall have the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement in such year), upon reasonable advance notice to RemainCoTenant's sole expense, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the cause Landlord's books and records in with respect to the particular Operating Year that is the subject of that particular Statement to be audited (the “Audit”) by a cooperative manner in certified public accountant mutually acceptable to Landlord and Tenant (the “Accountant”), provided Tenant (i) has not defaulted under this Lease and failed to cure such default on a timely basis and (ii) delivers written notice (an attempt “Audit Notice”) to resolve any discrepancy. Landlord on or prior to the date that is thirty (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (4530) days after receiving documentation evidencing Landlord delivers the Statement in question to Tenant (such overpayment reasonably requested by SpinCo30-day period, SpinCo the “Response Period”). If Tenant fails to timely deliver an Audit Notice with respect to a given Statement, then Tenant's right to undertake an Audit with respect to that Statement and the Operating Year to which that particular Statement relates shall pay interest on automatically and irrevocably be waived and such overpaid amount, which Statement shall be calculated final and accrue binding upon Tenant and shall, as described between the parties, be conclusively deemed correct. If Tenant timely delivers an Audit Notice, Tenant must commence such Audit within thirty (30) days after the Audit Notice is delivered to Landlord, and the Audit must be completed within thirty (30) days of the date on which it is begun. If Tenant fails, for any reason other than Landlord’s lack of cooperation, to commence and complete the Audit within such periods, the Statement that Tenant elected to Audit shall be deemed final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct. The Audit shall take place at the offices of Landlord where its books and records are located, at a mutually convenient time during Landlord's regular business hours. Before conducting the Audit, Tenant must pay the full amount of the Additional Rent billed under the Statement then in Section 11.6question. Tenant hereby covenants and agrees that the Accountant engaged by Tenant to conduct the Audit shall be compensated on an hourly basis and shall not be compensated based upon a percentage of overcharges it discovers. If an Audit is conducted in a timely manner, such Audit shall be deemed final and binding upon Landlord and Tenant and shall, as between the parties, be conclusively deemed correct. If the results of the Audit reveal that the actual ultimate Additional Rent does not equal the aggregate amount of the estimated Additional Rent actually paid by Tenant to Landlord during the Operating Year that is the subject of the Audit, the appropriate adjustment shall be made between Landlord and Tenant, and any payment required to be made by Landlord or Tenant to the other shall be made within thirty (30) days after the Accountant’s determination. In no event shall this Lease be terminable nor shall Landlord be liable for damages based upon any disagreement regarding an adjustment of the Additional Rent. Tenant agrees that the results of any Audit shall be kept strictly confidential by Tenant and shall not be disclosed to any other person or entity.

Audit. In order to ascertain compliance by PRAECIS with the purchase obligation set forth in Section 3.1, PRAECIS shall, within sixty (a60) During days after the Term end of each calendar year during the period of time in which UCB supplies PRAECIS with Product under this Agreement, provide written reports to UCB specifying the amount of Product manufactured by PRAECIS and purchased by PRAECIS from suppliers other than UCB during the prior calendar year. If UCB does not object to such written reports within sixty (60) days, then UCB shall waive the right to audit PRAECIS' books and records relating to the information contained in such reports. However, if in a subsequent year it is determined in accordance with the provisions of this Section 3.4 that PRAECIS breached its purchase obligation set forth in Section 3.1, then UCB shall have the right to audit PRAECIS' books and records relating to the information contained in such reports for the previous three (3) years thereafteryears. If UCB timely notifies PRAECIS of its intention to audit PRAECIS's books and records, SpinCo UCB may designate an auditor reasonably acceptable to PRAECIS. PRAECIS shall have make available to such auditor such books and records as may be required to audit such information and such books and records shall be deemed Confidential Information for purposes of Section 8. Such audit shall be completed within ninety (90) days after the rightdate on which UCB notified PRAECIS that it desired to audit such information. UCB shall promptly deliver a copy of the report of such audit to PRAECIS. If PRAECIS disagrees with the conclusions of such report, it shall notify UCB and the parties shall attempt to resolve the disagreement. If the parties fail to agree on the conclusions in the report, such disagreement shall be resolved in accordance with Section 15. Each such audit shall be at UCB's expense; provided, that if it is finally determined that in any time (but not more than once per calendar year PRAECIS violated its purchase obligation set forth in Section 3.1, then PRAECIS shall pay the costs of such audit and PRAECIS shall compensate for or purchase an additional quantity of Product from UCB in an amount which, if it had been purchased in the prior calendar year, unless an audit reveals an understatement would have resulted in PRAECIS' compliance with such year), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such auditobligation. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. (a) A. During the Term term of this Agreement and for three a period of two (32) years thereafter, SpinCo shall have the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement in such year)Nasdaq may, upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation days’ notice, audit Subscriber’s use of the Royalty Services and Authorized Devices in order to: (i) confirm Subscriber’s compliance with this Agreement, the Nasdaq Requirements, and Applicable Law; or (ii) establish and verify pricing eligibility. For purposes of conducting any such audit, Subscriber shall grant, during Subscriber’s normal business hours, Nasdaq access to its facilities, offices, and equipment, including at any locations where the Minimum Annual Royalty Shortfall Services are accessed or any Authorized Devices are located, and shall make available to Nasdaq its appropriate employees, agents, and representatives. Nasdaq’s employees, agents and representatives shall comply with Subscriber’s reasonable security requirements provided in advance in writing while located at Subscriber’s premises. Nasdaq shall be entitled to audit Subscriber pursuant to this Section 7.A once during any consecutive twelve (12) month period, provided, that Nasdaq may conduct an additional audit during such period in the event that an audit reveals noncompliance with this Agreement, the Nasdaq Requirements or Applicable Law. B. If, as a result of any such audit, Nasdaq determines that Subscriber has without authorization diverted, repackaged, or disseminated data from the Services, Nasdaq shall have the right to (i) disable all unauthorized accounts, users, and login information, if anysuch unauthorized accounts, users, and login information is not authorized by Subscriber for use of the Services within five (5) days of receipt of written notice thereof from Nasdaq (email to suffice), and other amounts payable under this Agreement where (ii) retroactively ▇▇▇▇ Subscriber for the calculation appropriate amount that Subscriber should have paid. C. If, as a result of any such an audit, Nasdaq determines that any payments made by Subscriber were made at a price that Subscriber was not eligible to receive at the time of such amount depends on information provided by RemainCopayment, and copy such information Nasdaq shall have the right to charge Subscriber retroactively for the appropriate price at the rate that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such auditwas in effect at the time the Services were accessed and/or provided. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) D. Subscriber shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interestany additional amounts assessed by Nasdaq as a result of any such audit, which amounts shall be calculated and accrue as described paid in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, accordance with the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancyterms of this Agreement. E. Notwithstanding Section 10, Nasdaq shall have the right to disclose the audit findings to the extent that: (ci) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset findings are used in the accompanying Royalty Report. If SpinCo aggregate with other information and such aggregation does not pay RemainCo such overpaid amount within forty-five specifically identify Subscriber; and (45ii) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described Nasdaq needs to disclose the findings in Section 11.6order to enforce its rights under this Agreement.

Audit. Provided Tenant is not in default under the terms of this Lease (aincluding the payment by Tenant of Tenant's Additional Rental within the time period specified in Section 2.3.2) During the Term and for three (3) years thereaftersubject to this paragraph, SpinCo Tenant, at its sole expense, shall have the right, at any time (but not more than right once per calendar year, unless an year during the Term to audit reveals an understatement in such year), upon reasonable advance notice Landlord's books and records relating to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo the Operating Expenses for the five immediately preceding calendar year for the sole purpose of determining whether generally accepted accounting principles have been followed and consistently applied. This audit must take place on a mutually agreeable date during reasonable business hours at Landlord's office at the address stated above and only after Tenant has given Landlord at least ten (510) years preceding such examination that relate to the calculation business days prior written notice of the Royalty or the Minimum Annual Royalty Shortfall (if any), date and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, time Tenant desires to commence such audit. RemainCo shall provide such other assistance as Additionally, this audit may be reasonably requested conducted only by such independent third party related persons who are officers, employees, directors, shareholders, members or partners of or in Tenant, or who are independent, certified accountants practicing for an accounting firm of national prominence, and who are not engaged by Tenant on a contingent fee basis. If Tenant elects to such audit. exercise this right, Tenant must do so within one hundred twenty (b120) If an examination or audit reveals that RemainCo has made underpayments days after the date Landlord delivers to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand Tenant the amount underpaid plus interest, which shall be calculated and accrue as statements described in Section 11.62.3.2 or Tenant shall be deemed to have accepted the Operating Expenses as presented by Landlord. If RemainCoLandlord and Tenant determine that actual Operating Expenses for the year in question were less than stated by more than five percent (5%), in good faithLandlord, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant; provided, however, that in no event shall Landlord be obligated to reimburse Tenant for costs in excess of $2,000.00. If Landlord and Tenant determine that Operating Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit equal to the amount of Tenant's overpayment reasonably requested by SpinCoagainst Tenant's next payment of Monthly Base Rental. Likewise, SpinCo if Landlord and Tenant determine that Operating Expenses for the calendar year are greater than reported, Tenant shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6Landlord the amount of any underpayment within thirty (30) days of the determination thereof.

Audit. (a) During To validate Bayer’s compliance with its obligations under or in connection with this Agreement, Recursion may, during the Term course of this Agreement and for three (3) years thereafter[***] after expiration or termination of this Agreement, SpinCo shall have the rightappoint auditors, at any Recursion’s expense (except as otherwise contemplated below), to carry out an audit of Bayer’s records from time (but to time on behalf of Recursion. The auditors selected by Recursion shall be subject to acceptance by Bayer, such acceptance not to be unreasonably withheld. Audits may be undertaken subject to the following conditions: I. Any such audits shall be undertaken by an independent certified public accountant; II. Any such audits shall be conducted during regular business hours at Bayer’s premises upon [***] days’ prior written notice by Recursion and shall not interfere unreasonably with Bayer’s business activities; III. The auditor may inspect records for up to two years after the end of the period to which they pertain; IV. Audits may not take place more than once per calendar yearCalendar Year and no period may be audited more than once; V. Prior to the audit taking place, unless auditor shall undertake to Bayer that they shall keep all information confidential and shall not disclose any information (except as set forth in VI) to any Third Party including Recursion; VI. Details of the auditor’s findings (including, for the avoidance of doubt, monetary values and supporting calculations) shall not be shared with Recursion except in the form of a summary report and, in the event the auditor finds any incorrect payments, details required to explain such discrepancies. In any event, the results shall be communicated to Bayer before being shared with Recursion. Bayer shall be given a period of [***] Business Days to review and respond to the auditor’s findings before the summary report may be provided to Recursion, such reports to include Bayer’s response to the findings; VII. The auditor shall not be permitted to include any extrapolation calculations in the calculation of amounts underpaid to Recursion; VIII. If an audit reveals that Bayer has underpaid royalties due, Recursion may invoice Bayer for the underpaid amount; if the audit reveals that Bayer has overpaid royalties due, Recursion shall credit Bayer for the overpaid amount; IX. If an audit reveals an understatement underpayment in such year), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts excess of RemainCo [***] percent ([***]%) of the fees for the five period subject to review by Recursion, then Bayer shall pay the reasonable costs of Recursion in conducting the audit (5) years preceding such examination that relate to including the calculation reasonable costs of the Royalty or auditors) within [***] days of Recursion notifying Bayer that the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such auditaudit has been completed. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. (a) During In the Term event that the Parties mutually agree that HPA will undertake to perform services on behalf of Emergent pursuant to this Agreement on a cost or cost-plus reimbursement basis, then the provisions of this Section 4.1 shall apply. Upon the written request of Emergent and for three (3) years thereafter, SpinCo shall have the right, at any time (but not more than once per calendar yearin each Calendar Year, unless HPA shall permit an audit reveals an understatement in such year)independent certified public accounting firm of internationally recognized standing selected by Emergent, upon reasonable advance notice and reasonably acceptable to RemainCoHPA, to have an independent third party examine all booksaccess during normal business hours, records and accounts of RemainCo for the five (5) years preceding upon reasonable prior written notice, to such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation records of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance HPA as may be reasonably requested necessary to verify the accuracy of the calculation of any amounts payable by Emergent hereunder, for any Calendar Year ending not more than twenty-four (24) months prior to the date of such independent third party request. The accounting firm shall disclose to HPA and Emergent only whether the financial statements and any related invoices are correct or incorrect and the specific details concerning any discrepancies. If such accounting firm concludes that Emergent has overpaid HPA during such period, HPA shall reimburse Emergent for the difference between the amount actually owed, as determined by the accounting firm, and the amount actually paid by Emergent, with interest from the date originally due at the prime rate, as published in The W▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Edition, on the last Business Day preceding such date, within thirty (30) days after the date on which such accounting firm’s written report is delivered to HPA. If such accounting firm concludes that Emergent has underpaid HPA during such period, Emergent shall pay such difference to HPA within thirty (30) days after the date of delivery of such report. If, and only if, the amount of the overpayment is greater than five percent (5%) of the total actual amount owed as determined by the accounting firm, HPA shall bear all costs related to such audit. In all other circumstances, Emergent shall bear the cost of such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. (a) During Provided there is no Event of Default nor any event which, with the Term and for three (3) years thereafterpassage of time and/or the giving of notice would constitute an Event of Default, SpinCo shall have the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement in such year)Tenant may, upon reasonable advance at least ten (10) days’ prior written notice, inspect or audit Landlord’s records relating to Operating Costs and/or Taxes for any periods of time within the previous fiscal year before the audit or inspection (it being understood that if Tenant shall cure any such default within applicable notice and/or cure periods provided in Section 20.1 below, then Tenant shall thereafter be entitled to RemainCoperform such inspection or audit). Landlord shall provide Tenant with access to such records at a location within the Greater Boston area in accordance with this Section 5.2(g) within ten (10) days after receipt of notice from Tenant. However, no audit or inspection shall extend to have an independent third party examine all books, records and accounts periods of RemainCo for time before the five (5) years preceding such examination that relate Rent Commencement Date. If Tenant fails to object to the calculation of ▇▇▇▇▇▇’s Share of Operating Costs and/or Taxes on the Royalty Year-End Statement within ninety (90) days after such statement has been delivered to Tenant and/or fails to complete any such audit or the Minimum Annual Royalty Shortfall inspection within sixty (if any60) days after Landlord’s records are made available to Tenant in accordance with this Section 5.2(g), and other amounts payable under this Agreement where then Tenant shall be deemed to have waived its right to object to the calculation of Tenant’s Share of Operating Costs and/or Taxes, as the case may be, for the year in question and the calculation thereof as set forth on such amount depends on information provided statement shall be final. Tenant’s audit or inspection shall be conducted only at Landlord’s offices or the offices of Landlord’s property manager at a location within the Greater Boston area during business hours reasonably designated by RemainCoLandlord. Tenant shall pay the cost of such audit or inspection, and copy provided, however, that if such information audit discloses that is reasonably necessary forTenant has been overcharged by more than five percent (5%), and relevant to, Landlord shall reimburse Tenant for Tenant’s reasonable out-of pocket costs incurred in connection with such audit. RemainCo shall provide Tenant may not conduct an inspection or have an audit performed more than once during any fiscal year. If such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination inspection or audit reveals that RemainCo has an error was made underpayments in the calculation of Tenant’s Share of Operating Costs or Taxes previously charged to SpinCoTenant, RemainCo then, provided there is no Event of Default nor an event which, with the passage of time and/or the giving of notice would constitute an Event of Default, Tenant may credit the difference against the next installment of additional rent on account of Operating Costs or Taxes, as the case may be, due hereunder (or its designee) it being understood that if Tenant shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described cure any such default within applicable notice and/or cure periods provided in Section 11.620.1 below, then Tenant shall thereafter be entitled to take such credit), except that if such difference is determined after the end of the Term, Landlord shall refund such difference to Tenant within thirty (30) days after such determination to the extent that such difference exceeds any amounts then due from Tenant to Landlord. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination such inspection or audit reveals that RemainCo has made overpayments to SpinCoan underpayment by ▇▇▇▇▇▇, SpinCo (or its designee) then Tenant shall promptly pay to RemainCo Landlord, as additional rent hereunder, any underpayment of any such costs, after deducting the reasonable out of pocket costs of such inspection or audit, within thirty (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (4530) days after receiving documentation evidencing such overpayment underpayment is determined. Tenant shall maintain the results of any such audit or inspection confidential and shall not be permitted to use any third party to perform such audit or inspection, other than an independent firm of certified public accountants (A) reasonably requested by SpinCoacceptable to Landlord, SpinCo (B) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the results of such audit or inspection, and (C) which executes Landlord’s standard confidentiality agreement whereby it shall pay interest on agree to maintain the results of such overpaid amount, which audit or inspection confidential. The provisions of this Section 5.2(g) shall be calculated and accrue as described in Section 11.6survive the expiration or earlier termination of this Lease.

Audit. (a) During the Term and for three (3) years thereafterThe University may, SpinCo shall have the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement in such year), upon reasonable advance notice to RemainCo, to have an independent itself or using a third party examine all booksagent, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve of Licensee upon [***] advance written notice specifying any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo time of day during Licensee’s business hours (or its designeeif Licensee has no set business hours then during the hours of 8AM to 4PM) shall promptly pay to RemainCo (or its designee) upon demand at Licensee’s place of business for the amount overpaid or RemainCo may, at its option, deduct purpose of verifying Licensee’s reports and compliance by Licensee in all other respects with this Agreement. No such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which audits shall be calculated and accrue as conducted hereunder more frequently than once every [***] nor shall University be permitted to repeat an audit of books for a period previously audited unless: (i) there is reason to believe that any of the circumstances described in Section 11.69.02 has occurred; or (ii) with respect to a repeat audit, Licensee has undergone a restatement of its records for that period. Notwithstanding the foregoing, Licensee will grant University, or its auditor, access to all of Licensee’s records for all prior periods to the extent necessary to perform a proper audit. If any audit identifies an underpayment by Licensee, Licensee will promptly pay the underpayment to University including interest as provided for in Section 4.03. If any audit identifies an overpayment by Licensee, Licensee may deduct such overpayment from the next scheduled payments due University until such overpayment has been recovered by Licensee. If any audit leads to the discovery of an underpayment by Licensee in respect of any Calendar Quarter of [***] between amounts due in respect of such quarter and amounts reported to be due by Licensee in its quarterly report for such quarter or otherwise reveals a previously undisclosed material breach of this Agreement, Licensee will, within [***] after written notice from the University, reimburse the University for all of its costs related to the audit. Otherwise, any audit will be at the University’s expense. Licensee will, in any event and without regard to the size of the discrepancy, [***] pay to the University the amount of any previous underpayment, including interest from the time such amount was due until paid in full in accordance with Section 4.03. Any audit conducted pursuant to this Section 5.05 will be conducted, at University’s option, by the University itself or by an auditor selected by University and reasonably acceptable to the Licensee. For the avoidance of any doubt, University’s right to audit books under this Section 5.05 applies to all Affiliates that sell Licensed Products or practice Licensed Processes and to all Sublicensees to the same extent that it applies to Licensee. Failure by Licensee, an Affiliate or a Sublicensee to permit University to conduct an audit as set forth in this Section 5.05 will [***] give University the right to suspend the non-compliant party’s rights under the Patent Rights and/or Copyright until such time as said party becomes compliant with this Section 5.05. University’s right to audit Licensee’s books in accordance with this Section 5.05 will extend for [***] after the expiration or termination of this Agreement for any reason. With respect to any University’s rights under a continuing Sublicense under Sections 2.03(A) and 2.03(E), University’s right to audit the Sublicensee’s books will extend for [***] after the expiration or termination of said Sublicense for any reason.

Audit. (a) During At the Term reasonable request, and for three sole expense, of AskGene within [**] after the applicable Calendar Quarter with respect to which a Quarterly Report is delivered hereunder, Xilio shall permit a qualified independent certified public accountant designated by AskGene and reasonably acceptable to Licensee (3the “Auditor”) years thereafter, SpinCo shall have the right, at any time to access Xilio’s applicable records maintained pursuant to Section 5.1 upon reasonable (but not less than [**]) prior written notice to Xilio, solely for the purpose of verifying the information in such Quarterly Report in relation to Royalty payments. The Auditor must conduct such audit during Xilio’s normal business hours in a manner designed to minimize disruption of Xilio’s normal business operations and complete such audit within a reasonable period of time after commencing such audit. All information and materials made available to or otherwise obtained or prepared by or for the Auditor in connection with such audit will be deemed Xilio’s Confidential Information and will be subject to the Auditor’s entry, prior to conducting the audit, into a written agreement with Xilio containing confidentiality and restricted use obligations at least as restrictive as those set out in Article 8. AskGene may not exercise this right more than once per calendar year, unless an [**] period (except that AskGene may conduct a [**] audit reveals an understatement in such year), upon [**] period if AskGene has reasonable advance notice grounds to RemainCo, to have an independent third party examine all books, records suspect a material breach of this Agreement by Xilio of its reporting and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if anypayment obligations), and other amounts payable under this Agreement where the calculation Auditor may only disclose to AskGene information limited to the accuracy of such amount depends on information provided by RemainCothe audited Quarterly Report and any deficiency in the Royalty payment made, or any overpayment, and copy such no other information that is reasonably necessary for, and relevant to, or materials made available to or otherwise obtained or prepared by or for the Auditor in connection with such audit. RemainCo AskGene shall provide such other assistance as may be reasonably requested by such independent third party related to such not compensate the Auditor (in whole or in part) contingent on the outcome of the audit. (b) AskGene shall provide to Xilio a copy of the Auditor’s audit report within [**] of AskGene’s receipt of the final report. If an examination or such report shows that payments made by Xilio are deficient, subject to Section 4.5 and Section 4.6, Xilio shall pay AskGene the deficient amount within [**] after Xilio’s receipt of the audit reveals report, except to the extent that RemainCo has Xilio disputes such deficiency in good faith (in which event Xilio may withhold payment of such disputed amount subject to resolution of such dispute). If the report shows that payments made underpayments to SpinCoby Xilio were in excess of the required payment, RemainCo (or its designee) AskGene shall promptly pay to SpinCo Xilio the excess amount at the time it provides the copy of the Auditor’s audit report to Xilio. If the Auditor’s audit report shows that payments made by Xilio are deficient by more than [**] percent (or its designee[**]%) upon demand of the amount underpaid plus interestdue for the audited period, which Xilio shall be calculated and accrue as described in Section 11.6. If RemainCopromptly reimburse AskGene for its reasonable, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancydocumented out-of-pocket costs of such audit. (c) If The failure of AskGene to request an examination audit or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or verification of any Quarterly Report during the [**] period after its designee) shall promptly pay to RemainCo (or its designee) upon demand receipt of such Quarterly Report is deemed acceptance by AskGene of the amount overpaid or RemainCo may, at its option, deduct accuracy of such amount from future Royalty Quarterly Report and the payments made pursuant by Xilio in accordance with such Quarterly Report and, thereafter, AskGene’s audit rights under this Section 5.3 shall no longer apply with respect to Section 11.5such Quarterly Report, noting the payments made by Xilio in accordance with such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo Quarterly Report and any facts or circumstances to which such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated Quarterly Report and accrue as described in Section 11.6payments relate.

Audit. (a) During the Term and for three (3) years thereafter, SpinCo 11.1 You agree that we shall have the right, at any time right (but where we reasonably suspect that the terms of clauses 5 and 6 have not more than once per calendar year, unless an audit reveals an understatement been complied with or that you are otherwise in such year), breach of this Agreement) upon reasonable advance notice to RemainCo, to have an independent third party examine auditor enter your premises to audit any OSE system or electronic media onto which the Licensed Software or any adaptation, modification or copy of the Licensed Software has been installed in order to verify compliance with this Agreement. Prior to exercising such right to audit we and/or the third party auditor shall if required by you enter into an appropriate and reasonable confidentiality agreement. We will pay the costs of any such examination or audit unless such audit shows that additional fees are payable by you or that you are otherwise in breach of this Agreement, in which case you shall pay the costs of the examination or audit. 11.2 Where we reasonably conclude that additional Licence Fees are due from you under this Agreement, we shall make a request in writing. You shall pay such additional Licence Fees within thirty (30) days of the date of the request. Non payment of such fees shall, without prejudice to any other rights that we might have, give us the right to terminate this Agreement with immediate effect. 11.3 Where we reasonably conclude that you are otherwise in breach of this Agreement, we shall at our sole choice provide you with written notice of such breach and either (i) provide details of any remedial action required by you; or (ii) terminate this Agreement. 11.4 Where the SQL Comparison SDK is licensed to you, we shall also have the right to audit through independent certified public accountants all books, records and accounts of RemainCo for yours which contain information bearing upon the five (5) years preceding amount of Licensed Products licensed, sold or distributed by you. We shall ensure that such independent accountants are bound by confidentiality undertakings at least as onerous as those set out in clause 7. To the extent an examination that relate and audit reveals more than 10 copies of Licensed Products incorporating Licensed Materials having been made, distributed, sold or licensed without the applicable licence fees having been paid, an appropriate payment shall be made promptly to us by you to reflect an amount of royalties agreed by the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any)parties in relation to such Licensed Products, and other amounts payable under otherwise we may terminate this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such auditin accordance with clause 10.2. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. (a) During Upon the Term and for three (3) years thereafter, SpinCo shall have the rightwritten request of OSI, at any time (but OSI's expense and not more than once per calendar yearin any Calendar Year, unless Serono shall permit an audit reveals an understatement in such yearindependent accountant of national prominence selected by OSI, and approved by Serono (which approval shall not be unreasonably withheld), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, access during normal business hours to those records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty Serono or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance its Affiliates as may be reasonably requested necessary to verify the accuracy of the reports furnished by Serono pursuant to Section 6.4, in respect of any Calendar Quarter ending not more than two (2) years prior to the date of such notice. Such accountant shall not disclose any information except that which should properly be contained in a report required under Section 6.4 of this Agreement. Upon the expiration of two (2) years following the end of any Calendar Quarter, the calculation of amounts payable with respect to such Calendar Quarter shall be binding and conclusive upon OSI, and Serono and its Affiliates shall be released from any liability or accountability with respect to payments for such Calendar Quarter. The report prepared by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCoaccountant, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, a copy of which shall be calculated sent or otherwise provided to Serono by such independent accountant at the same time it is sent or otherwise provided to OSI, shall contain the conclusions of such independent accountant regarding the audit and accrue as described in Section 11.6will specify that the amounts paid to OSI for the period under audit were correct or, if incorrect, the amount of any underpayment or overpayment. If RemainCo, in good faith, disputes that there was an such independent accountant's report shows any underpayment, the Parties Serono shall review the books and records in a cooperative manner in an attempt remit or shall cause its Affiliates to resolve any discrepancy. remit to OSI within thirty (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (4530) days after receiving documentation evidencing Serono's receipt of such overpayment reasonably requested by SpinCoreport, SpinCo shall pay (i) the amount of such underpayment with interest on as set forth in Section 6.8, and (ii) if such overpaid amountunderpayment exceeds ** of the total amount owed for the period then being audited, which the reasonable and necessary fees and expenses of such independent accountant performing the audit, subject to reasonable substantiation thereof. Any overpayments shall be calculated fully creditable against amounts payable in subsequent payment periods or remitted to Serono, at Serono's request. OSI agrees that all information subject to review under this Section 7.2 shall be deemed Confidential Information of Serono and accrue as described that OSI shall retain and cause its accountant to retain all such information in Section 11.6confidence in accordance with Article IX hereof.

Audit. The CITY may at any reasonable time cause a complete audit to be made of the LESSEE's entire business affairs and records relating to the Leased Premises and the calculation of Gross Revenue for the period covered by any statement issued by the LESSEE as above set forth. If the auditor or chartered accountant performing such audit reports to the CITY that in his opinion the LESSEE's records and procedures are insufficient to permit a determination of Gross Revenue for any Lease Year, or part thereof, or if the LESSEE is not complying with each of the provisions of this Lease in respect thereto, the LESSEE shall immediately, after notice from the CITY, take such steps as are necessary to remedy such default. If the LESSEE is unable to satisfy forthwith the objections contained in the auditor's report as aforesaid, the CITY may thereafter deliver to the LESSEE an estimate (awhich shall be final and binding on the LESSEE) During made by the Term CITY of Gross Revenue for the period under consideration (which estimate shall be based on any information or records of the LESSEE that have been made available and such other information as the CITY considers relevant) and the LESSEE shall immediately pay to the CITY any amount shown thereby to be owing on account of Percentage Rent. If the CITY's auditor or chartered professional accountant reports that the LESSEE is in default pursuant to the requirements of this Article 4 or that in his opinion the LESSEE's records and procedures are insufficient to permit a determination of the LESSEE's Gross Revenue or if such audit discloses that Gross Revenue for the period in question is understated by three percent (3%) years thereafteror more of Gross Revenue actually received by the LESSEE from the business operations on the Leased Premises and the VHWC, SpinCo the LESSEE shall have forthwith, after notice from the rightCITY, at pay to the CITY the cost of said audit, in addition to the deficiency, which deficiency is payable in any time (but not more than once per calendar yearevent. If there is any substantial or continuing breach by the LESSEE of the requirements of this Article 4, unless an audit reveals an understatement in such year), upon reasonable advance notice or if the LESSEE substantially or continually fails to RemainCo, to have an independent third party examine all books, produce records and accounts procedures to permit a determination of RemainCo for Gross Revenue, or if Gross Revenue is understated by three percent (3%) or more as aforesaid, then, in addition to any other remedies of the CITY under this Lease or otherwise, the CITY may terminate this Lease upon five (5) years preceding such examination that relate days notice to the calculation LESSEE. The report of the Royalty or CITY's auditor from time to time is final and binding upon the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such auditparties hereto. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. (a) During the Term and for three (3) years thereafter, SpinCo Angion shall have the right, at any time (but its own expense and not more than once per in any four consecutive calendar year, unless an audit reveals an understatement in such yearquarters during the term of this Agreement (except for one (1) post-termination audit), upon reasonable advance notice to RemainCo, to have an independent third party examine all booksindependent, certified public accountant, selected by Angion and reasonably acceptable to Ohr, review the records of Ohr, its Affiliates and accounts of RemainCo for sublicensees, in the five location(s) where such records are maintained by Ohr upon reasonable notice (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-no less than forty five (45) days after prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments required and made under this Agreement. The independent public accountants selected by Angion and agreed to by Ohr will be required to sign Ohr’s confidential disclosure agreement prior to performing any audit procedures or receiving documentation evidencing any information from Ohr. The report and communication of such overpayment reasonably requested accountant shall be limited to a certificate stating whether any report made or payment submitted by SpinCoOhr during such period is accurate or inaccurate and the amount of any payment discrepancy, SpinCo regardless if the discrepancy is favorable or unfavorable to Angion. Ohr shall receive a copy of each such report concurrently with receipt by Angion. Should the inspection lead to the discovery of a discrepancy to Angion’s detriment, Ohr shall pay interest on the amount of the discrepancy (without interest) within thirty (30) days of Ohr’s agreement with the findings of the inspection. Should the inspection lead to the discovery of a discrepancy to Ohr’s detriment, Ohr will have the right to deduct such overpaid amountamount (without interest) from any future royalty payment obligations; to the extent that no or insufficient future royalty obligations are due to Angion, Angion agrees to pay such amount to Ohr within thirty (30) days of receiving an invoice from Angion. Angion shall pay the full cost of the inspection unless the discrepancy is greater than five percent (5%) to Angion’s detriment, in which case Ohr shall be calculated and accrue as described in Section 11.6pay the reasonable cost charged by such accountant for such inspection.

Audit. (a) During the Term and for three (3) years thereafter, SpinCo shall 9.1. BioMarin will have the rightright to be present when Novasep is conducting an audit of any contractor facility where Product is manufactured, at any time (but not more than packaged and/or stored; provided, however such right to be present shall be limited to once per calendar year, unless an audit reveals an understatement in such year), . During normal business hours and upon reasonable advance notice notice, BioMarin will have the right to RemainCoaudit the facilities of Novasep where Product is manufactured, packaged, and/or stored, for purposes of monitoring the conditions and processes under which Product is manufactured, packaged and stored, provided, however, that any such audits of Novasep may be performed only once per calendar year with respect to a given facility. 9.2. During normal business hours and upon reasonable advance notice, BioMarin will have the right to give power to an independent third party examine all books, auditing company accepted by both parties to audit Novasep’s books and records and accounts of RemainCo for the five (5) years preceding sole and exclusive purpose of verifying Novasep’s commercially reasonable efforts to reduce costs associated with the manufacture of the Product and proper notification to BioMarin regarding such examination reduction in costs pursuant to Section 4.4 or increases in the Price pursuant to Section 4.5; provided, however, that relate any such audit of Novasep may be performed only once every two years. Should the independent auditing company make a determination that any amounts to be paid or reimbursed hereunder have been incorrectly reported by Novasep, Novasep shall have a [****] period to demonstrate that the alleged reimbursements/adjustments are not due to BioMarin. If Novasep accepts the findings of the independent auditing company, then Novasep shall, within [****] of its receipt of the audit report, make a payment to BioMarin such that all amounts paid hereunder shall conform to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may so determined to be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6payable. If RemainCo, in good faith, disputes that there was the Parties are unable to reach a resolution within an underpaymentadditional [****] period following Novasep’s response to the independent auditing company’s alleged reimbursements/adjustments, the Parties shall review agree to submit their dispute to an independent expert accepted by both Parties that shall be charged with determining whether or not the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made calculations required pursuant to Section 11.54.4 or 4.5 have been properly made and if not, noting determining the proper calculations. Such expert’s findings shall be final and binding on the Parties, and the Parties will therefore make such offset in adjustments/reimbursements, and make such payment as is necessary such that all amounts paid hereunder shall conform to the accompanying Royalty Reportamounts so determined to be payable within [****] following the communication to both Parties of the expert’s findings. If SpinCo does not pay RemainCo such overpaid amount within forty-five the expert determines that Novasep’s calculations were correct (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCoor incorrect in favor of Novasep), SpinCo BioMarin shall pay interest on for such overpaid amountexpert’s costs and expenses, and if the expert determines that Novasep’s calculations were incorrect in favor of Novasep, Novasep shall pay for such costs and expenses. Any audit under this Section 9.2 will be at BioMarin’s expense unless the audit, as supported by the expert analysis is such analysis is undertaken as provided above, determines that a calculation made by Novasep is inaccurate in favor of Novasep by more than [****], in which case Novasep shall be calculated and accrue as described in Section 11.6reimburse BioMarin for the cost of the Audit.

Audit. In the event LESSEE elects to audit LESSOR'S statement or reconciliation of Operating Expenses or statement of real estate taxes in accordance with this clause, such audit must be (ai) During the Term and for three (3) years thereafter, SpinCo shall have the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement in such year), upon reasonable advance notice to RemainCo, to have conducted by an independent third party examine all booksnationally recognized accounting firm that is not being compensated by LESSEE on a contingency fee basis, records and accounts of RemainCo for (ii) completed within ninety (90) days following LESSEE'S notice disputing the five (5) years preceding such examination that relate to the calculation correctness of the Royalty or statement of Operating Expenses. If the Minimum Annual Royalty Shortfall (if any)audit discloses that LESSEE'S Additional Rent has been overstated, LESSOR shall revise the applicable components of the Additional Rent and other amounts payable under this Agreement where shall credit the calculation overpayment made by LESSEE against the installments of such amount depends on information provided by RemainCo, Basic Rent and copy such information that is reasonably necessary for, and relevant to, Additional Rent next succeeding the completion of such audit. RemainCo Furthermore, all of the information obtained through the LESSEE'S audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the LESSOR and/or the Property as well as any compromise, settlement, or adjustment reached between LESSOR and LESSEE relative to the results of the audit shall provide be held in strict confidence by LESSEE and its officers, agents, and employees; and LESSEE shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to LESSEE'S exercise of its right to audit, LESSEE must deliver to LESSOR a signed confidentiality agreement from the auditor (in form acceptable to LESSOR and LESSEE) reached between LESSOR and LESSEE shall be held in strict confidence and shall not be revealed in any manner to any person except upon the prior written consent of LESSOR. Notwithstanding the foregoing, LESSOR agrees that such other assistance as information may be reasonably requested disclosed to LESSEE'S advisers, consultants, and attorneys on a "need to know" basis, and may be disclosed by such independent third party related LESSEE in connection with any suit, proceeding or arbitration or other dispute resolution procedure relating to such the amount due from LESSEE under this Section 6. LESSEE understands and agrees that this provision is of material importance to the LESSOR and that any violation of the terms of this provision shall result in immediate and irreparable harm to the LESSOR. LESSOR shall have all remedies allowed by law or equity if LESSEE, its officers, agents, or employees and/or the auditor violate the terms of this provision, including, without limitation, the right to terminate LESSEE'S right to audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. (a) During the Term and for three (3) years thereafter, SpinCo a. Daikuzono shall have the right, at any time (but not more than once per calendar year, unless an right to designate auditors to audit reveals an understatement in such year), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, those books and records and accounts of RemainCo for the five (5) years preceding such examination SLT that relate to the calculation of royalties described under Sections 4 and 5 hereof. The audit shall be as to entire discrete fiscal years of SLT for sales of products made on or after November 1, 1997, excepting the Royalty or the Minimum Annual Royalty Shortfall (if any)period November 1, and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo1997 to December 28, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest1997, which shall be calculated treated as a partial, but auditable fiscal year. b. A discrete fiscal year shall be so audited no more than once, and accrue as described in Section 11.6must be audited within three (3) years from its fiscal year-end. Daikuzono shall give SLT at least sixty (60) days' prior written notice of a desired audit, whereupon SLT and Daikuzono shall establish a time and date for the audit. If RemainCo, in good faith, disputes that there was an underpaymentSLT so desires, the Parties audit shall be conducted at the place where it regularly maintains its books and records. While the audit may cover more than one discrete fiscal year, no more than one such audit shall be allowed per calendar year. c. Notwithstanding Section 7(b), an audit commissioned by Daikuzono for a discrete fiscal year shall not be conducted before SLT's independent accountants shall have completed their audit or review of the books and records of SLT for that fiscal year or before SLT shall have issued its Form 10-K for the applicable fiscal year to the Securities and Exchange Commission. Based upon the independent accountants' review of SLT's calculation and payment of royalties under Section 4 hereof, SLT may correct any discrepancy ascertained by its accountants in such calculation or payment without interest, penalty, fee or further liability to Daikuzono, provided that SLT shall have originally calculated such royalties in good faith. d. In the event that Daikuzono's auditors contend that a discrepancy exists between the royalties as calculated by them and the royalties as calculated, reviewed and possibly corrected by SLT and its independent accountants, then Daikuzono's auditors shall promptly set forth to SLT in detail the basis for their contention, including without limitation the basis on which they regard that products which SLT sold but on which it did not calculate and pay royalties should be treated as products coming within a claim of a Contact Laser(TM) Patent and otherwise bearing royalty (thus excluding, for example, fiber delivery systems). e. The parties shall confer in good faith on the discrepancy and attempt to reach agreement on the same. If the parties cannot reach agreement, then Daikuzono may give notice of default to SLT, which SLT shall have thirty (30) days to cure. If such alleged default is not so cured, then Daikuzono and SLT will submit the issue to non-binding mediation through the auspices of an independent mediation organization. One mediator will be selected. Daikuzono and SLT will share equally the costs assessed by the mediation organization. Daikuzono and SLT will pay their respective attorneys' fees. f. Daikuzono shall bear the cost of any audit commissioned by him except in certain circumstances where such an audit determines that a discrepancy greater than five percent (5%) (a "material discrepancy") exists between the royalties calculated by Daikuzono's auditors and the royalties calculated, reviewed and possibly corrected by SLT and its independent accountants. The cost of the first such audit that determines a material discrepancy shall be borne by Daikuzono; the cost, up to but not exceeding $2,000, of a subsequent audit that determines a material discrepancy in a cooperative manner in an attempt to resolve any discrepancydiscrete fiscal year shall be borne by SLT. g. In the event that SLT should fail to pay royalties in a timely manner to Daikuzono, then SLT shall also be obliged to pay Daikuzono simple interest at the annual rate of the prime rate of interest, plus two percent (c) If an examination or audit reveals that RemainCo has made overpayments 2%), reported by the Wall Street Journal on the date such royalties first become due and payable to SpinCothe date they are paid. h. Daikuzono and his auditors and other advisors shall treat information from SLT concerning its calculation and payment of royalties as confidential and material, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo maynon-public information, at its option, deduct unless such amount from future Royalty payments made pursuant to Section 11.5, noting such offset information is already in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6public domain.

Audit. (a) During the Term and for three (3) years thereafter, SpinCo Lessee or its representative shall have the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement in such year), upon reasonable advance notice right to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the Lessor’s books and records in a cooperative manner in an attempt with respect to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset reconciliation of Operating Expenses and Taxes for the prior Lease Year set forth in the accompanying Royalty ReportExpense and Tax Statements, during Lessor’s normal business hours. If SpinCo does not pay RemainCo Such examination may be performed upon at least ten (10) business days’ written notice to Lessor, within ninety (90) days following the delivery by Lessor to Lessee of such overpaid amount Statements. The results of such audit shall be furnished to Lessor. In the event it is agreed between Lessor and Lessee that there is a discrepancy between the amount(s) set forth in such Statement(s) and the results of such audit which represents an overpayment by Lessee, Lessee may take a credit for such agreed upon difference in the next month’s Rent then due, unless the Lease has been terminated or otherwise expired, in which event, Lessor shall remit payment of such difference to Lessee within forty-five twenty (4520 days of such agreed upon results. In the event it is agreed between Lessor and Lessee that the results of such audit represents an underpayment by Lessee, then Lessee shall remit payment of such difference to Lessor within twenty (20 days of such agreed upon result. Unless Lessee gives Lessor a notice objecting to said reconciliation (which shall specify the respects in which the reconciliation is claimed to be incorrect) within fifteen (15) days after receiving documentation evidencing such overpayment reasonably requested by SpinCoits examination of Lessor’s books and records, SpinCo shall pay interest on such overpaid amount, which said reconciliation shall be calculated considered as final and accrue accepted by Lessee. Notwithstanding anything to the contrary contained in this Article, Lessee shall not be permitted to examine Lessor’s books and records or to dispute any reconciliation unless Lessee has paid to Lessor the amount due as described shown on the Expense Statement in Section 11.6question. Upon Lessor’s request, Lessee and Lessee’s agent or vendor, if applicable, shall sign a confidentiality agreement before reviewing Lessor’s records. No examination shall be performed by any agent or vendor of Lessee who has been retained by Lessee who has a contingent fee arrangement with Lessee.

Audit. (a) During the Term Tenant agrees to make its Books and for three Records available to Port, or to any City auditor, or to any auditor or representative designated by Port or City (3) years thereafter, SpinCo shall have the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement in such yearhereinafter collectively referred to as "Port Representative"), upon reasonable advance no less than fifteen (15) business days prior written notice to RemainCoTenant, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate purpose of examining said Books and Records to determine the accuracy of ▇▇▇▇▇▇'s reporting of Percentage Rent for a period not to exceed the Audit Period after a Percentage Statement is delivered to the calculation Port. Tenant shall cooperate with the Port Representative during the course of any audit, provided however, such audit shall occur at Tenant's business office, or at such other location in San Francisco where the Royalty Books and Records are kept, and no books or records shall be removed by Port Representative without the Minimum Annual Royalty Shortfall prior express written consent of Tenant (if anyprovided, however, copies may be made by the Port Representative on site), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCoonce commenced, and copy such information that is reasonably necessary for, and relevant towith Tenant's cooperation, such audit shall be diligently pursued to completion by Port within a reasonable time of its commencement, provided that Tenant makes available to the Port Representative all the relevant Books and Records in a timely manner. If an audit is made of Tenant's Books and Records and Port claims that errors or omissions have occurred, the Books and Records shall be retained by Tenant and made available to the Port Representative until those matters are expeditiously resolved with ▇▇▇▇▇▇'s cooperation. If Tenant operates the Premises through one or more Subtenants or Agents (other than Port), Tenant shall require each such Subtenant or Agent to provide the Port with the foregoing audit right with respect to its Books and Records. Upon completion of the audit. RemainCo , Port shall provide such other assistance as may be reasonably requested by such independent third party related promptly deliver a copy of the audit report to such auditTenant. (b) If an examination or audit reveals that RemainCo Tenant has made underpayments to SpinCounderstated its Gross Revenues for said audit period, RemainCo (or its designee) Tenant shall pay Port, promptly pay to SpinCo (or its designee) upon demand demand, the difference between the amount underpaid Tenant has paid and the amount it should have paid to Port, plus interest, which shall be calculated and accrue as described interest at the Interest Rate from the date of the error in Section 11.6the payment. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo Tenant has made overpayments overstated its Gross Revenues for said audit period, Tenant shall be entitled to SpinCo, SpinCo (a credit against rent for either Base Rent or its designee) shall promptly pay Percentage Rent next owed equal to RemainCo (or its designee) upon demand the difference between the amount overpaid or RemainCo may, at its option, deduct such Tenant has paid and the amount from future Royalty payments made pursuant it should have paid to Section 11.5, noting such offset in the accompanying Royalty ReportPort. If SpinCo does not pay RemainCo such overpaid amount within forty-five Tenant understates its Gross Revenues for any audit period by three percent (453%) days after receiving documentation evidencing such overpayment reasonably requested by SpinCoor more, SpinCo Tenant shall pay interest on the cost of the audit. A second understatement within any three (3) Lease Year period of the first such overpaid amount, which understatement shall be calculated and accrue as described in Section 11.6considered an Event of Default.

Audit. (a) During the Term and for three (3) years thereafter, SpinCo Tenant or its representative shall have the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement in right to examine such year), records upon reasonable advance prior notice specifying such records Tenant desires to RemainCoexamine, to have an independent third party examine all books, during normal business hours at the place or places where such records and accounts of RemainCo for the five (5) years preceding are normally kept by sending such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within notice no later than forty-five (45) days following the furnishing of the Statement. Tenant may take exception to matters included in Taxes or Operating Expenses, or Landlord's computation of Tenant's Prorata share of either, by sending notice specifying such exception and the reasons therefore to Landlord no later than thirty (30) days after receiving documentation evidencing Landlord makes such overpayment reasonably requested records available for examination. Such statement shall be considered final, except as to matters to which exception is taken after examination of Landlord's records in the foregoing manner and within the foregoing times. Tenant acknowledges that Landlord's ability to budget and incur expenses depends on the finality of such Statement, and accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Tenant shall refer the matter to an independent certified public accountant approved by SpinCoLandlord, SpinCo whose certification as to the proper amount shall be final and conclusive as between Landlord and Tenant. Tenant shall promptly pay the cost of such certification unless such certification determines that Tenant was overbilled by more than 2% in which case Landlord shall pay interest on for the certification up to a limit of $3,000. Pending resolution of any such overpaid amountexceptions in the foregoing manner, which Tenant shall be calculated continue paying Tenant's Prorata Share of Taxes and accrue as described Operating Expenses in Section 11.6the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved. IF A DISCREPANCY IS FOUND PER PARAGRAPH 6(g), OPERATING EXPENSES SHALL BE ADJUSTED REFLECTING EITHER THE UNDER- OR OVER-PAYMENT OF OPERATING EXPENSES. LANDLORD'S AND TENANT'S RIGHTS AND OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE THE END OF THE LEASE TERMS OR ANY EARLIER TERMINATION OF THE LEASE PER TERMS AND CONDITIONS STATED IN THIS PARAGRAPH 6(g).

Audit. (a) During Licensee shall keep and shall cause to be kept accurate records in sufficient detail to enable the Term amounts due hereunder to be determined and for three (3) years thereafter, SpinCo shall have to be verified as herein after appearing. Upon the rightwritten request of Spectra, at any time (but Spectra's expense and not more than once per in or in respect of any calendar year, Licensee shall permit unless prohibited by law or contract an audit reveals an understatement independent accountant of prominence in such yearthe United States and/or the applicable country selected by Spectra, and approved by Licensee (which approval shall not be unreasonably withheld), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, access during normal business hours to those records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance Licensee as may be reasonably requested necessary to verify the accuracy of the reports furnished by Licensee pursuant to Section 4.1(b), in respect of any calendar year ending not more than twelve (12) months prior to the date of such notice. Any report prepared or made by the independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCoaccountant, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, a copy of which shall be calculated sent or otherwise provided to Licensee at the same time it is sent or otherwise provided to Spectra, shall contain the conclusions of such independent accountant regarding the audit, only specifying that the amounts paid to Spectra pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. All other confidential information of Licensee learned by the independent accountant in the course of the audit will be held in confidence and accrue as described in Section 11.6not disclosed. If RemainCo, in good faith, disputes that there was an the independent accountant's report shows any underpayment, the Parties Licensee shall review the books and records in a cooperative manner in an attempt remit or shall cause its Affiliates or Sublicensees to resolve any discrepancy. remit to Spectra within thirty (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (4530) days after receiving documentation evidencing Licensee's receipt of such overpayment reasonably requested by SpinCoreport: (i) the amount of such underpayment; and (ii) if such underpayment exceeds ten percent (10%) of the total amount payable for the calendar year then being audited, SpinCo shall pay interest on such overpaid amountthe reasonable and necessary fees and expenses of the independent accountant performing the audit, which subject to reasonable substantiation thereof. Any overpayments shall be calculated fully creditable against amounts payable in subsequent payment periods or remitted to Licensee, at Licensee's request. Spectra agrees that all information subject to review under this Section 5 is confidential and accrue as described that Spectra shall retain and cause its accountant to retain all such information in Section 11.6confidence. Licensee shall cause all Sublicensees to comply with the provisions of this section.

Audit. Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant (ai) During pays to Landlord when due the Term and for three (3) years thereafter, SpinCo shall have the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement amount set forth in such year)Statement, upon reasonable advance without prejudice to Tenant’s right to audit such Statement, and (ii) within one hundred eighty (180) days after such Statement is delivered, sends a written notice to RemainCoLandlord objecting to such Statement. Tenant and all auditors, representatives, contractors, agents, and other third parties involved on behalf of Tenant in any review, audit or dispute concerning Expenses, Laboratory Expenses, or Taxes shall execute and deliver to have an independent Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose to any third party examine all booksany of the information obtained in connection with such review. Tenant agrees that Tenant will not employ, records and accounts of RemainCo in connection with any review, audit or dispute under this Lease, any person or entity who is to be compensated in whole or in part, on a contingency fee basis. If Tenant satisfies the foregoing conditions precedent, then Tenant may review or audit the Expenses, Laboratory Expenses or Taxes (as applicable) for the subject calendar year or Fiscal Year, as applicable. If the parties are unable to resolve any dispute as to the correctness of such Statement within thirty (30) days following the review or audit performed by Tenant, then either party may refer the issues raised by such review or audit to a nationally recognized public accounting firm selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. Landlord shall not select an accounting firm with which either party has contracted with over the immediately preceding five (5) years preceding such examination years. If said accountants shall determine that relate to the calculation Tenant shall have made any payment in excess of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant toproperly due hereunder, such excess amount shall be refunded to Tenant by Landlord promptly after said accountants shall have rendered their decision and if such accountants shall determine that Tenant shall have underpaid the amount properly due hereunder such under-payment shall be paid by Tenant to Landlord promptly after said accountants shall have rendered their decision. Tenant shall pay the fees and expenses relating to its audit, unless its accountants determine that Landlord overstated Expenses, Laboratory Expenses, or Taxes by more than five percent (5%) for such calendar year or Fiscal Year, as applicable, in which case Landlord shall pay the reasonable out-of-pocket fees and expenses incurred by Tenant. RemainCo Landlord and Tenant shall provide such other assistance as may be reasonably requested by such independent split equally the fees of the third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated auditor hired by Landlord and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt reasonably approved by Tenant to resolve the dispute. Except as provided in this Section 4.6, Tenant shall have no right whatsoever to dispute by judicial proceeding or otherwise the accuracy of any discrepancyStatement. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. 9.1 No more than once a year, Nasdaq may cause Extranet’s: (a) During records; (b) reports and payments to Nasdaq; and (c) the Term Extranet’s system and service (and all instruments and apparatus used in connection therewith), to the extent such systems and services relate to the provision of Information to Customers, to be reviewed by Nasdaq’s designated auditor. Nasdaq may conduct more frequent reviews if Nasdaq determines that Extranet is not in compliance with the terms of this Agreement and/or the Nasdaq Requirements. The review shall be scheduled upon reasonable notice to Extranet, depending upon the circumstances and conducted in locations where Extranet’s records are kept or where Extranet’s system is located. In addition to or in lieu thereof, Extranet shall provide Nasdaq promptly with information or materials in response to any request for three information. Extranet shall make available for examination all records, reports, payments, and supporting documentation, and Extranet’s system and service necessary in the judgment of the Nasdaq audit personnel to reach a conclusion as to the accuracy and completeness of: (3i) years thereafterExtranet's reports to Nasdaq; (ii) the payments connected therewith; and (iii) compliance with the Agreement and the Nasdaq Requirements. If the review conducted by Nasdaq determines there is underreporting, SpinCo shall have the rightunderpayment or other financial non-compliance, then, at Nasdaq’s sole discretion, either Extranet shall cause Extranet’s auditors (at Extranet's sole expense) to conduct a review and to determine the magnitude of any time adjustments of amounts previously remitted to Nasdaq within ninety (but not more than once per calendar year90) days after notice from Nasdaq, unless or Nasdaq or its auditors shall determine the magnitude of any such adjustments. If such audit or review discloses additional underreported or underpaid amounts or other financial non-compliance, such amounts shall be remitted to Nasdaq, together with applicable interest, the later of fifteen (15) days after the date of Nasdaq’s invoice or the applicable due date as set forth in the Nasdaq Requirements; if such audit or review discloses an audit reveals an understatement in such year)overpayment, upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo then Nasdaq will apply the overpayment for the five sixty (560) days prior to the end of the period being reviewed as a credit against amounts due from Extranet. Nasdaq will not provide credits to Extranet for disclosures of overpayments. If the review or response to Nasdaq’s request for information shows other non-compliance, then Extranet shall comply with Nasdaq’s demand for compliance. Nasdaq’s determination in all cases shall be deemed conclusive. Nasdaq agrees that liability pursuant to this subsection for underreporting, or underpaying for shall be limited to unpaid fees, together with interest, for the two (2) years preceding such examination that relate to the calculation earlier of the Royalty date that Extranet, Extranet’s auditors or Nasdaq first knew that such underreporting or underpayment has occurred, if such underreporting or underpayment is solely the result of a good faith error by Extranet. 9.2 Further, if such underreporting, underpayment or other financial non-compliance is equal to or greater than ten percent (10%) of the monthly invoiced amount for any audited or unaudited period referred to herein, Extranet shall, in addition to remitting the fees and applicable interest due relative to such underreporting, underpayment or other financial non- compliance, reimburse Nasdaq, within the later of fifteen (15) days of the date of the invoice from Nasdaq or the Minimum Annual Royalty Shortfall (if any)applicable due date as set forth in the Nasdaq Requirements, for any audit, legal or administrative costs and expenses incurred to detect and rectify such underreporting, underpayment or other financial non-compliance, provided, however, that such costs and expenses are incurred in good faith and are not unreasonable given the amount of work necessary to detect and determine the extent of, and other amounts payable under this Agreement where the calculation of such actual amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant toof, such audit. RemainCo shall provide such underreporting, underpayment or other assistance as may be reasonably requested by such independent third party related to such auditfinancial non-compliance. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. Notwithstanding any provision of Section 12 to the contrary, with reasonable advance notice and not more often than once each Calendar Year for each Major Market, Tibotec may audit Gilead’s records in order to verify (a) During the Term number of Details in each Calendar Quarter [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. §§ 200.80 (b)(4) AND 230.406 of a Detailing Year made by Gilead in a Major Market applicable to meeting the requirements of this Annex F and for three (3) years thereafter, SpinCo shall have the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement in such year), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination whether or not the other requirements of Section 6.2(b)(iii) are satisfied. Any such audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated conducted during normal business hours at Gilead’s facilities by a reputable independent Third Party selected by Tibotec and accrue reasonably acceptable to Gilead (the “Auditor”). Such Auditor shall sign a confidentiality agreement in a form reasonably satisfactory to Gilead, and shall not disclose to Tibotec or any other person any information, except the number of Details made by Gilead per Major Market for each applicable quarter of a Detailing Year determined by such audit, and the Auditor’s findings as described in to whether or not the other requirements of Section 11.66.2(b)(iii) are satisfied. If RemainCoSuch audit shall be at Tibotec’s expense, unless the Auditor determines (absent manifest error on the part of the Auditor) that Gilead incorrectly over-reported (i) the number of Details made by Gilead for a particular Major Market and Detailing Year and did not meet the number of Details required for such Major Market and Detailing Year, and/or (ii) meeting the requirements of Section 6.2(b)(iii), in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, either of which cases Gilead shall be calculated responsible for reimbursing Tibotec for the fees and accrue as described expenses charged by the Auditor in Section 11.6.connection with such audit that are applicable to such Major Market and Detailing Year. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. §§ 200.80 (b)(4) AND 230.406

Audit. Except as otherwise provided in a Services Attachment, Subscriber shall, during the term of this Agreement, maintain full and accurate records (aincluding applicable data in electronic format) of all access to and use of the Information for the most recent thirty-six (36) months. During the Term term of this Agreement and for three a twenty-four (324) years month period thereafter, SpinCo SPGCI shall have the right, and Subscriber agrees to permit SPGCI or its representatives, including an independent third-party auditor chosen by SPGCI, during normal business hours and upon reasonable notice to Subscriber, to (i) audit and review, at Subscriber’s location(s), during reasonable hours and at reasonable intervals, the terminals, workstations and/or any network on or by which any portion of the Information is accessed; (ii) review, make copies of, and retain relevant portions of those records; and (ii) audit the manner of access to and usage of the Information, in each case to confirm that fees and charges have been accurately determined and that Subscriber has observed the restrictions on use and access. SPGCI's failure to conduct an audit pursuant to this Section 7 shall not relieve Subscriber from its responsibilities to comply fully with the terms and conditions of this Agreement, all Services Attachments and all Addenda. SPGCI shall bear the costs of any such audit and/or inspection, unless such audit and/or inspection reveals misuse of Information or an underpayment to SPGCI of five percent (5%) or more; in such case, Subscriber shall reimburse SPGCI for its costs and expenses in conducting such audit and/or inspection. To the extent that the Information is delivered to Subscriber via email, SPGCI may incorporate tracking mechanisms to enable SPGCI to determine whether restrictions on use are being violated. Such tracking mechanisms shall allow SPGCI to collect information about whether the Information distributed by SPGCI to Authorized Users via e-mail is forwarded to external e-mail addresses and to determine the IP address or other information regarding such other destination e-mail addresses. SPGCI reserves the right to use such IP address or other e-mail address information to enforce SPGCI’s rights in the event it believes unauthorized redistribution of the Information has occurred. In addition, SPGCI may deploy any digital rights management technology at its disposal to prevent Subscriber from any misuse or unauthorized distribution of the Information. In addition to the audit right set forth above, SPGCI may also request, but no more often than one time (but not more than once per calendar year, unless that Subscriber completes an audit reveals questionnaire and return responsive documents relating to use of the Services, as applicable, by Subscriber or its Authorized Users in lieu of conducting an understatement in onsite audit. Subscriber’s failure to promptly respond to such year), upon reasonable advance notice questionnaire and/or to RemainCo, to have an independent third party examine all books, records and accounts provide responsive documents shall be deemed a material breach of RemainCo for the five (5) years preceding such examination that relate this Agreement. If any audit or response to the calculation questionnaires referenced above uncovers deficiencies in Subscriber’s information security controls that impacts the security of the Royalty or the Minimum Annual Royalty Shortfall (if any)Services and/or SPGCI Information, and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) Subscriber shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated address and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancyremediate such identified deficiencies. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. (a) During the Term 5.1 TDA shall keep accurate books of account and for three (3) years thereafter, SpinCo records at its principal place of business covering all transactions relating to this Agreement. IGR shall have the rightright to engage an independent accounting firm to examine TDA's sales information and all other books and records necessary to establish the accuracy and timeliness of the Royalties required hereunder. Such examination shall be at the premises of TDA on ten (10) working days written notice and during normal business hours. The information provided to IGR by the accounting firm will be the net sales and the application of the appropriate royalty rate to calculate royalties due. The accounting firm shall be required to take reasonable steps to hold all TDA information confidential. Details of the review and all work papers and related supporting data pertaining to the review will be held confidential by the accounting firm and will not be shown, at divulged, or delivered directly or indirectly to IGR or any time third party. The accounting firm shall be bound by a reasonable non-disclosure agreement to ensure compliance with this paragraph. Notwithstanding anything to the contrary, no such confidentiality obligation shall restrict the accounting firm in the event of litigation or similar proceeding with respect to this Agreement. The examination may be conducted not more than once a year. If it is determined that TDA has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, TDA shall reimburse IGR for the costs and expenses of such audit. 5.2 Upon request by IGR, but not more than once per calendar each year, unless an audit reveals an understatement in such year), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo mayTDA shall, at its optionown cost, deduct such amount from future Royalty payments made pursuant furnish to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount IGR within forty-five thirty (4530) days after receiving documentation evidencing such overpayment reasonably requested request a detailed statement, prepared by SpinCoTDA's Chief Financial Officer, SpinCo shall pay interest on setting forth the number of Products manufactured from the later of the commencement of this Agreement or the date of any previous such overpaid amountstatement up to and including the date of IGR's request therefore and also setting forth the pricing information for all Products (including the number and description of the Products) shipped, which distributed and sold by TDA during the aforementioned time period. 5.3 All books of account and records of TDA covering all transactions relating to TDA shall be calculated and accrue as described in Section 11.6retained by TDA until at least two (2) years after the expiration or termination of the Term for possible inspection by IGR.

Audit. At the request of TXMD, Mayne shall, and shall cause its Affiliates to, permit an independent public accounting firm of nationally recognized standing designated by TXMD and reasonably acceptable to Mayne, at reasonable times during normal business hours and upon reasonable notice, to audit the books and records maintained pursuant to this Section 6.4 to ensure the accuracy of all reports and payments made hereunder. Such examinations may not (a) During the Term and be conducted for any calendar quarter more than three (3) years thereafterafter the end of such quarter, SpinCo shall have the right, at any time (but not b) be conducted more than once per in any twelve (12) month period, or (c) be repeated for any calendar yearquarter. The accounting firm shall disclose only whether the reports are correct or not, and the specific details concerning any discrepancies. No other information shall be shared. The Parties shall cause the accounting firm to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement. Except as provided below, the cost of this audit shall be borne by TXMD, unless an the audit reveals an understatement in such yeara variance of at least five percent (5%), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts for any calendar quarter between the amount of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable royalties Mayne has paid under this Agreement where and the calculation amount of such amount depends on information provided by RemainCoroyalties actually owed to TXMD under this Agreement, and copy such information that is reasonably necessary for, and relevant to, such in which case Mayne shall bear the cost of the audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made Unless disputed pursuant to Section 11.56.5 below, noting if such offset audit concludes that (i) additional amounts were owed by ▇▇▇▇▇, Mayne shall pay the additional amounts with interest from the date originally due, or (ii) excess payments were made by ▇▇▇▇▇, TXMD shall reimburse such excess payments, in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount either case ((i) or (ii)), within forty-five sixty (4560) days after receiving documentation evidencing the date on which such overpayment reasonably requested audit is completed by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described TXMD. Mayne will include substantially the same audit rights in Section 11.6any sublicense it grants in order to verify the correctness of any payment due hereunder.

Audit. (a) During the Term and for three (3) years thereafter, SpinCo Sirtex shall have the right, once annually at any time (but not more than once per calendar year, unless an audit reveals an understatement in such year), upon reasonable advance notice to RemainCoits own cost and expense, to have an independent third party examine all booksindependent, certified public accounting firm, selected by Sirtex and approved by OncoSec in its reasonable discretion, review Payment Records in the location(s) where such records are maintained upon reasonable notice to OncoSec (which shall be no less than twenty (20) days prior notice) and accounts during regular business hours and under obligations of RemainCo strict confidence, for the five (5) years preceding such examination that relate to sole purpose of verifying the calculation basis and accuracy of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable payments made under this Agreement where within the calculation lesser of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (a) the twenty-four (24) month period preceding the date of the request for review or (b) If an examination or the period after Sirtex’s most recent audit reveals that RemainCo has made underpayments to SpinCo, RemainCo conducted under this Section 3.7 (or any other applicable section of this Agreement) (an “Audit”). The report of such Audit shall be limited to a certificate stating whether any report made or payment submitted by OncoSec during such period is accurate or inaccurate and the actual amounts of Net Sales and Promotion Fee due, for such period. OncoSec shall receive a copy of each such report concurrently with receipt by Sirtex. Should such inspection lead to the discovery of a discrepancy to Sirtex’s detriment, and only to the extent that OncoSec agrees with and accepts such conclusion under the Audit, OncoSec shall pay within thirty (30) Business Days after its designee) shall promptly pay to SpinCo (or its designee) upon demand receipt from the accounting firm of the certificate, the amount underpaid of the discrepancy plus interestinterest calculated in accordance with this Agreement. If OncoSec does not agree with the conclusion of such report, which the matter shall be calculated and accrue as described referred to dispute resolution in Section 11.6accordance with this Agreement. If RemainCo, in good faith, disputes that there was an underpayment, Sirtex shall pay the Parties shall review full cost of the books and records in a cooperative manner in an attempt to resolve any discrepancy. Audit unless the underpayment discovered by the Audit is greater than five percent (c5%) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand of the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in due for the accompanying Royalty Reportapplicable period covered by the Audit. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such Any overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which OncoSec revealed by an Audit shall be calculated and accrue as described in Section 11.6fully creditable against future payments to be made to Sirtex hereunder.

Audit. (a) During the Term and for three (3) years thereafter, SpinCo Manufacturer shall have the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement right to verify compliance by Customer with Customer’s Purchase Obligation as set forth in such year), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such auditSection 2.1. (b) Within [****] after each calendar year during the supply period under this Agreement, Customer shall provide written notice to Manufacturer specifying the total amount of Bulk Drug Substance received and accepted from Manufacturer by Customer during the prior calendar year, and the amounts of Bulk Drug Substance manufactured by Customer and purchased by Customer from suppliers other than Manufacturer during the prior calendar year. Should Manufacturer desire to verify such information further, Manufacturer shall so notify Customer within [****] days after receiving such written notice. If Manufacturer does not so notify Customer, Manufacturer shall waive any rights it may have to verify such information, except that if in a subsequent year it is finally determined in accordance with the provisions of this Section 2.5 that Customer violated Customer’s Purchase Obligation, Manufacturer shall have the right to verify the information from the three prior years. If Manufacturer notifies Customer in a timely fashion of its desire to verify such information, Manufacturer may designate an examination or auditor reasonably acceptable to Customer to verify such information. Customer shall make available to such auditor such books and records as may be required to verify such information, and such books and records shall be deemed Proprietary Information for purposes of Article VIII. Such audit reveals shall be completed within ninety (90) days after the date on which Manufacturer notified Customer that RemainCo has made underpayments it desired to SpinCo, RemainCo (or its designee) verify such information. Manufacturer shall promptly pay deliver a copy of the report of such audit to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6Customer. If RemainCoCustomer disagrees with the conclusions of such report, in good faith, disputes that there was an underpayment, it shall notify Manufacturer and the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) the disagreement. If an examination or audit reveals that RemainCo has made overpayments the parties fail to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand agree on the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset conclusions in the accompanying Royalty Reportreport, such disagreement shall be resolved in accordance with Article XI. If SpinCo does not pay RemainCo Each such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCoaudit shall be at Manufacturer’s expense; provided, SpinCo that if it is finally determined that in any calendar year Customer violated Customer’s Purchase Obligation then Customer shall pay interest on the reasonable costs of such overpaid amountaudit and Customer shall purchase an additional quantity of Bulk Drug Substance from Manufacturer in amount which, which shall be calculated and accrue as described if it had been purchased in Section 11.6the prior calendar year, would cause Customer to comply with Customer’s Purchase Obligation.

Audit. Within one hundred twenty (a) During the Term and for three (3) years thereafter, SpinCo shall have the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement in such year), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45120) days after receiving documentation evidencing receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm), designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such overpayment reasonably requested by SpinCoaccountant or representative shall, SpinCo and each of them shall pay interest on such overpaid amountuse their commercially reasonable efforts to cause their respective agents and employees to, which maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period. Tenant’s failure to dispute the amounts set forth in any Statement within the Review Period shall be calculated deemed to be Tenant’s approval of such Statement and accrue Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as described to the proper amount shall be made in accordance with Landlord’s standard accounting practices, at Tenant’s expense, by an independent certified public accountant selected by Landlord and reasonably approved by Tenant and who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant and the accountant the information upon which the certification is to be based. However, if such certification by the accountant proves that the Direct Expenses set forth in the Statement were overstated by more than five percent (5%), then the cost of the accountant and the cost of such certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. The provisions of this Section 11.6shall be the sole method to be used by Tenant to dispute the amount of Direct Expenses, and Tenant waives all other rights or remedies relating thereto.

Audit. (a) During Landlord shall maintain in a safe and orderly manner all of its records pertaining to the Term and Additional Rent payable pursuant to this Article 5 for a period of three (3) years thereafter, SpinCo after the completion of each calendar year. Landlord shall have the rightmaintain such records on a current basis and in sufficient detail to permit adequate review thereof and, at any time all reasonable times, after reasonable notice, copies of such records shall be available to Tenant’s accounting personnel (but not more than once per calendar other representatives except as set forth in this Section 5.6) for such purposes at the management office of the Project. If Tenant disputes the year-end statement provided under Section 5.3 above, unless provided an Event of Default (as defined in Article 22) does not exist, Tenant may, by written notice to Landlord within one (1) years after receipt of Landlord’s statement for a particular Lease Year, cause an audit to be commenced of the Project Expenses for such Lease Year by a regionally or nationally recognized firm of certified public accountants on a non-contingency fee basis, at Tenant’s sole expense (except as provided below), to verify if Landlord’s statement was accurate. If such audit reveals an understatement in such year), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts overpayment of RemainCo Project Expenses for the five year covered by such statement, then, provided Landlord does not reasonably dispute the result of such audit, Landlord shall credit the next monthly rent payment of Tenant, or if the Term has expired, and, in any event, with respect to any amount of the credit due Tenant in excess of the next monthly rent payment Landlord shall refund the overpayment or such excess, as applicable, within thirty (530) days after final determination of the amount due Tenant. If any such overpayment is not refunded or credited to Tenant within thirty (30) days after such overpayment is determined hereunder, the amount of such overpayment shall bear interest at the lesser of two percent (2%) in excess of the Reference Rate (as defined in Paragraph 22.2(b)) or the maximum rate permitted by law, from the date of such determination until paid or credited to Tenant. If such audit reveals an underpayment of Project Expenses for the year covered by the most recent statement, then provided Tenant does not reasonably dispute the results of such audit, Tenant shall pay the same with its next monthly rent payment, or if the Term has expired, within thirty (30) days after receipt of the audit results. If Landlord or Tenant disagrees with the results of any such audit, either party may submit such results to arbitration in accordance with the provisions of Section 30.20, and such arbitration shall be final and binding on Landlord and Tenant. Tenant’s failure to dispute a year-end statement and conduct an audit of Project Expenses within one (1) years preceding after receipt of Landlord’s statement for a particular Lease Year shall constitute Tenant’s acknowledgement of the accuracy of such examination statement. Tenant agrees to keep the results of any audit hereunder confidential. Tenant agrees to pay the cost of any audit hereunder by Tenant; provided that relate if the audit reveals, with respect to any Lease Year, that Landlord has billed Tenant for Tenant’s share of Project Expenses more than four percent (4%) in excess of the Project Expenses that Tenant should pay for such Lease Year pursuant to the calculation terms of the Royalty or Lease, then Landlord shall pay the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation reasonable cost of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide If Tenant is denied the right to conduct an audit hereunder because an Event of Default is claimed to exist at the time of Tenant’s request for an audit, and if it is later finally determined by a court or other tribunal having jurisdiction that such other assistance as may Event of Default did not then exist, then Tenant’s right to cause an audit to be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand commenced for the amount underpaid plus interest, which applicable Landlord’s statement shall be calculated reinstated for a sixty (60) day period after such final determination and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt written notice to resolve any discrepancyTenant thereof. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. (a) During At the Term request of AstraZeneca, Licensee shall and for three (3) years thereaftershall cause its Affiliates and its and their Sublicensees to, SpinCo shall have the rightpermit an independent auditor designated by AstraZeneca and reasonably acceptable to Licensee and after executing a confidentiality agreement that is no less onerous than what is set forth in this Agreement, at any time reasonable times and upon reasonable notice (but not more than once per calendar year, unless an audit reveals an understatement in such yearFiscal Year), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made maintained pursuant to Section 11.54.8 (Financial Records) to ensure the accuracy of all reports and payments made hereunder within the [***] period preceding the date of the request for review. No Fiscal Year will be subject to audit under this Section 4.9 (Audit) more than once. The independent certified public accounting firm shall disclose to AstraZeneca only whether the audited reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to AstraZeneca. Except as provided below, noting the cost of this audit shall be borne by AstraZeneca, unless the audit reveals, with respect to a period, a variance of more than [***] from the reported amounts for such offset period to the detriment of AstraZeneca, in which case Licensee shall bear the accompanying Royalty Reportcost of the audit. If SpinCo does not pay RemainCo Unless disputed pursuant to Section 4.10 (Audit Dispute) below, if such overpaid amount within forty-five audit concludes that (45i) days after receiving documentation evidencing such overpayment reasonably requested additional amounts were owed by SpinCoLicensee, SpinCo Licensee shall pay the additional amounts, with interest on such overpaid amount, which shall be calculated and accrue from the date originally due as described provided in Section 11.64.7 (Interest on Late Payments) or (ii) excess payments were made by Licensee, AstraZeneca shall reimburse such excess payments, in either case ((i) or (ii)), within [***] after the date on which such audit is completed by AstraZeneca. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.

Audit. (a) During the Term and for three (3) years thereafter, SpinCo Landlord shall have the right, upon fifteen (15) days' notice to Tenant to cause a complete audit of all statements of Gross Sales and in connection with such audit, to examine Tenant's books of account and records (including all supporting data and any other records from which Gross Sales may be tested or determined) of Gross Sales disclosed in any statement given to Landlord by Tenant; and Tenant shall make all such records available for such examination at the office where such records are regularly maintained. Landlord shall have the right to copy and duplicate such information as Landlord may require. If any time such audit discloses that the actual Gross Sales transacted by Tenant exceed those reported, then Tenant shall pay Landlord such additional Percentage Rent as may be payable and if the excess so disclosed shall be one percent (but not 1%) or more, Tenant shall also pay the reasonable costs of such audit and examination. If such audit or examination shall disclose an understatement of more than once per calendar year, unless an audit reveals an understatement in such yearfive percent (5%), upon reasonable advance Landlord shall also have the right to cancel this Lease by written notice given to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo for the five Tenant within six (56) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, months after such audit. RemainCo The furnishing by Tenant of any fraudulent or materially inaccurate statement shall provide such constitute a breach of this Lease. If any audit shall be commenced by Landlord or if a difference or dispute shall arise concerning Gross Sales, then Tenant's books of account and records (including all supporting data and any other assistance as records from which Gross Sales may be reasonably requested tested or determined) shall be preserved and retained by such independent third party related to Tenant until a final resolution of such audit. (b) If an examination , dispute or difference. Any information obtained by Landlord as a result of such audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated treated as confidential, except Landlord may disclose the same to its property manager, employees and accrue as described agents and in Section 11.6any litigation or proceeding between the parties and, except further, that Landlord may disclose such information to prospective purchasers, to prospective or existing lenders, to prospective or existing ground lessors and in any statement filed with the Securities and Exchange Commission, Internal Revenue Service, or other similar governmental agency or pursuant to any subpoena or judicial process. If RemainCoLandlord shall fail to audit any annual reports within thirty-six (36) months after the same have been actually received by Landlord, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve then any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which report shall be calculated deemed conclusively true and accrue correct, except as described in Section 11.6to any fraudulent report.

Audit. (a) During the Term Tenant agrees to make its Books and for three Records available to Port, or to any City auditor, or to any auditor or representative designated by Port or City (3) years thereafter, SpinCo shall have the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement in such yearhereinafter collectively referred to as "Port Representative"), upon reasonable advance no less than fifteen (15) business days prior written notice to RemainCoTenant, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate purpose of examining said Books and Records to determine the accuracy of Tenant's reporting of Percentage Rent for a period not to exceed the Audit Period after a Percentage Statement is delivered to the calculation Port. Tenant shall cooperate with the Port Representative during the course of any audit, provided however, such audit shall occur at Tenant's business office, or at such other location in San Francisco where the Royalty Books and Records are kept, and no books or records shall be removed by Port Representative without the Minimum Annual Royalty Shortfall prior express written consent of Tenant (if anyprovided, however, copies may be made by the Port Representative on site), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCoonce commenced, and copy such information that is reasonably necessary for, and relevant towith Tenant's cooperation, such audit shall be diligently pursued to completion by Port within a reasonable time of its commencement, provided that Tenant makes available to the Port Representative all the relevant Books and Records in a timely manner. If an audit is made of Tenant's Books and Records and Port claims that errors or omissions have occurred, the Books and Records shall be retained by Tenant and made available to the Port Representative until those matters are expeditiously resolved with Tenant's cooperation. If Tenant operates the Premises through one or more Subtenants or Agents (other than Port), Tenant shall require each such Subtenant or Agent to provide the Port with the foregoing audit right with respect to its Books and Records. Upon completion of the audit. RemainCo , Port shall provide such other assistance as may be reasonably requested by such independent third party related promptly deliver a copy of the audit report to such auditTenant. (b) If an examination or audit reveals that RemainCo Tenant has made underpayments to SpinCounderstated its Gross Revenues for said audit period, RemainCo (or its designee) Tenant shall pay Port, promptly pay to SpinCo (or its designee) upon demand demand, the difference between the amount underpaid Tenant has paid and the amount it should have paid to Port, plus interest, which shall be calculated and accrue as described interest at the Interest Rate from the date of the error in Section 11.6the payment. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo Tenant has made overpayments overstated its Gross Revenues for said audit period, Tenant shall be entitled to SpinCo, SpinCo (a credit against rent for either Base Rent or its designee) shall promptly pay Percentage Rent next owed equal to RemainCo (or its designee) upon demand the difference between the amount overpaid or RemainCo may, at its option, deduct such Tenant has paid and the amount from future Royalty payments made pursuant it should have paid to Section 11.5, noting such offset in the accompanying Royalty ReportPort. If SpinCo does not pay RemainCo such overpaid amount within forty-five Tenant understates its Gross Revenues for any audit period by three percent (453%) days after receiving documentation evidencing such overpayment reasonably requested by SpinCoor more, SpinCo Tenant shall pay interest on the cost of the audit. A second understatement within any three (3) Lease Year period of the first such overpaid amount, which understatement shall be calculated and accrue as described in Section 11.6considered an Event of Default.

Audit. (a) During Upon reasonable notice, until the Term fourth anniversary of the Final Completion Date, and for three with respect to any matters related to Taxes (3including the Tax Abatements) years thereafteruntil the expiration of the constitutional or statutory period in which an applicable Governmental Authority may audit Owner (each such period, SpinCo an “Audit Period”), Owner, any Lender, and any of their representatives and consultants (excluding any Competitors), including the Independent Engineer, shall have the rightright to audit or to have audited the Books and Records with respect to: (i) ensuring that Contractor is using GECP and acting in compliance with any and all Applicable Laws, at including any time documents relating to safety (but not more than once per calendar year, unless an audit reveals an understatement in such yearaccordance with Section 2.18.9), upon reasonable advance notice to RemainCosecurity, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate quality or Permits relating to the calculation Liquefaction Project, the LNG Facility or the Work; (ii) any amounts billed on a provisional basis and later reconciled to actual amounts, or billed under cost reimbursable or unit price Change Orders, or that are otherwise reimbursed or are reimbursable under this Agreement, such as certain Taxes, Customs Duties and hedging costs; provided that such other reimbursable items do not include the fixed price components of the Royalty Contract Price or disputed amounts subject to Appendix XX; (iii) claims for amounts due and payable under Section 19.1.1or otherwise due to any suspension or termination of the Minimum Annual Royalty Shortfall Work or this Agreement; (if anyiv) Contractor’s information submitted in the Monthly Status Reports with respect to Local Labor, Local Suppliers and Qualifying Jobs, information in connection with the Tax Abatements as set forth in Section 2.7.10; or (v) Taxes pursuant to Section 7.5.4; provided, however, notwithstanding anything herein to the contrary, such Persons shall not have the right to audit or have audited the Books and Records in connection with the internal composition of any compensation that is fixed in amount hereunder (including the composition of any markups, unit rates or fixed percentages or multipliers specified in this Agreement). Any Owner consultant or other contractor performing any such audit shall be required to enter into a reasonable and customary non-disclosure agreement with Contractor before such consultant or contractor may audit any of the Books and Records, and other amounts payable any such Person shall be governed by the provisions in Section 14.2.1 (including entering into confidentiality agreements with Owner to the extent required under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide Section 14.2.1) before such other assistance as Person may be reasonably requested by such independent third party related to such auditaudit any of the Books and Records. (b) If an examination When requested by Owner during any applicable Audit Period, Contractor shall provide the auditors permitted to audit pursuant to Section 2.23 with reasonable access to all of the Books and Records, including providing such Persons with copies of all such Books and Records in the format as maintained or as required under this Agreement to be maintained by Contractor (including scanned versions of hardcopy documents and electronic copies of native electronic data files), organized in a manner consistent with Contractor’s records, during normal business hours, and Contractor’s personnel shall reasonably cooperate with such auditors to effectuate the audit reveals that RemainCo has made underpayments or audits hereunder. The auditors shall have the right to SpinCocopy all such Books and Records (including hard copy and electronic data), RemainCo (or its designee) shall promptly pay subject to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated use and accrue as described disclosure rights under the applicable confidentiality agreements required in Section 11.62.23.2, at Owner’s expense. If RemainCo, Contractor shall bear at its own cost and expense all costs incurred by it in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt assisting Owner with audits performed pursuant to resolve any discrepancythis Section 2.23.2. (c) If an examination Except as otherwise provided in Article 20, the restrictions in this Section 2.23.2 to the audit rights of Owner, the Lenders or their consultants or representatives (excluding Competitors), including the Independent Engineer, shall not limit or restrict any rights such Persons have under Applicable Laws with respect to discovery in any arbitration or litigation arising out of or related to this Agreement or the Contractor Guarantee. (d) Owner shall conduct any such audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its optionown cost and expense. In all events, deduct such amount from future Royalty payments Contractor shall reimburse Owner for overpayments made pursuant to Contractor. (e) Nothing in this Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which 2.23 shall be calculated deemed to limit or otherwise affect Owner’s rights to have access to and accrue to review Contractor’s reports, logs and records in connection with the safety and quality of the Work performed or as described in Section 11.6otherwise permitted under this Agreement.

Audit. (a) During If Tenant is not satisfied with the Term and for three (3) years thereafteranswers it receives to its questions pursuant to Paragraph 4.06.1 above, SpinCo then Tenant or its agent shall have the right, at any time (but not more than once per calendar year, unless an right to review and audit reveals an understatement in Landlord’s books and records regarding such year)Expense Statement. Such review or audit shall take place during normal business hours, upon reasonable advance notice and at time reasonably scheduled by Landlord, in the accounting office of Landlord for the Project. Tenant shall give notice requesting the review or audit of any Expense Statement not later than one year following Tenant’s receipt of such Expense Statement, and no Expense Statement shall be reviewed or audited more than once; provided, however, that Tenant may audit at a later date or further audit a particular Expense Statement if and to RemainCothe extent required to comply with applicable Laws regarding governmental contracts or with other governmental requirements. From and after the date, to have if any, that the Premises no longer include the entirety of all of the Buildings, such review or audit may be conducted solely by an independent third party examine all bookscertified accountant, and neither the auditor nor any other person directly or indirectly involved in the review or audit be compensated pursuant to a commission or other arrangement pursuant to which the nature or extent of fees or other compensation is dependent upon the results thereof, excluding reviews or audits from ▇▇▇▇▇▇ ▇▇▇ Companies or other successor local auditor. In the event that Tenant determines on the basis of its review or audit of Landlord’s books and records and accounts that the amount of RemainCo Expenses paid by Tenant pursuant to this Paragraph IV for the five period covered by such Expense Statement (5an “Expense Period”) years preceding is less than or greater than the actual amount properly payable by Tenant under the terms of this Lease, Tenant shall promptly pay any deficiency to Landlord or, if Landlord concurs with the results of such examination that relate review or audit in its reasonable discretion or is deemed to concur based on the procedure set forth below, Landlord shall refund any excess payment to Tenant within thirty (30) days after Tenant’s written request or at Tenant’s sole election apply the same to Rent thereafter falling due, as the case may be. If Landlord does not concur with the results of such review or audit, Landlord and Tenant shall mutually appoint an independent certified public accountant with qualifications and experience appropriate to resolve matters as to which the parties do not agree (the “Joint Expense Expert”) who shall determine the final calculation of Expenses. If Landlord and Tenant cannot agree on the appointment of a Joint Expense Expert or otherwise fail to agree on the calculation of Expenses for such Expense Period, then such dispute shall be resolved in accordance with Paragraph 4.06.3. Tenant shall be solely responsible for the Royalty costs and expenses of the review or audit, except that if it is determined that the Minimum Annual Royalty Shortfall actual amount of Expenses paid by Tenant during any Expense Period exceeds the amount properly payable by Tenant hereunder during such Expense Period by an amount greater than two percent (2%) of the actual Expenses properly chargeable to Tenant during such Expense Period, then Landlord shall reimburse Tenant (in the form of a credit against the Rent next coming due hereunder or, if any)the Term has previously expired, and other amounts payable under this Agreement where in the calculation form of a direct payment) the reasonable costs of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination review or audit reveals (except that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand costs in the amount underpaid plus interest, which event of a determination by a Joint Expense Expert shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancyprovided below). (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. (a) During the Term Provided that Tenant is not in default under this Lease and pays any Operating Expenses billed by Landlord as and when due, Tenant or a qualified certified public accountant retained by Tenant who is experienced with accounting for three (3) years thereafteroperating expense recoveries in commercial leases, SpinCo shall have the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement in such year), right to examine Landlord's books and records relating to Operating Expenses upon reasonable advance prior notice given within ninety (90) days after receipt of Landlord's annual reconciliation, during normal business hours at the place or places where such records are normally kept. Tenant's representative shall be compensated on an hourly or project basis and not on (i) a contingent basis, (ii) the basis of a percentage of any savings or refund resulting from the audit, or (iii) in any other manner that makes such representative's compensation for such audit in any way dependent on the results of the audit. Upon request, Tenant shall provide Landlord with a full copy of all correspondence, instructions between the accountant. Landlord's calculation shall be final and binding on Tenant upon delivery thereof, except as to RemainComatters to which written objection is made by Tenant in accordance with this Section. Tenant may dispute specific items included in Operating Expenses or Landlord's computation of Tenant's Share of Operating Expenses, by sending notice specifying such objections and including support for such findings with specific reference to have the relevant Lease provisions disqualifying such expenses to Landlord no later than one hundred and twenty (120) days after Tenant's representative examines such records. If Landlord agrees with Tenant's objections, appropriate rebates or charges shall be made to Tenant within a reasonable period of time thereafter. The results of any review of Operating Expenses hereunder shall be treated by Tenant, its accountant and each of their respective employees and agents as confidential, and shall not be discussed with nor disclosed to any third party. If Tenant objects to any matters as provided above, Landlord shall refer the matter to an independent third party examine all bookscertified public accountant selected by Landlord, records and accounts of RemainCo for the five (5) years preceding such examination that relate whose certification as to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), proper amount shall be final and other amounts payable under this Agreement where the calculation of such amount depends binding on information provided by RemainCo, Landlord and copy such information that is reasonably necessary for, and relevant to, such auditTenant. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) Tenant shall promptly pay the cost of such certification and all other costs incurred by Tenant to SpinCo (or its designee) examine Landlord's books and records. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant's Share of Operating Expenses in the amounts determined by Landlord, subject to adjustment upon demand resolution of any objections by Tenant. If the certification determines that Landlord overstated Tenant's Share of Operating Expenses, then Tenant shall receive a credit for the amount underpaid plus interestof such overpayment against the next installment(s) of Operating Expenses; provided, which however, that if the Term has expired Landlord shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, pay Tenant the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. excess within thirty (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (4530) days after receiving documentation evidencing such overpayment reasonably requested by SpinCothe certification is finalized. If the certification determines that Landlord understated Tenant's Share of Operating Expenses, SpinCo then Tenant shall pay interest on such overpaid amount, which sum due with its next monthly installment of Rent. Landlord shall be calculated and accrue have the same rights with respect to Tenant's nonpayment of Operating Expenses as described in Section 11.6it has with respect to any other nonpayment of Rent under this Lease.

Audit. (a) During Video Update grants * the Term right, from time to time during the period commencing on the date hereof and concluding on the date which is 18 months after the expiration of the Term, upon reasonable prior notice, but no more than once in any calendar quarter, to examine and audit Video Update's records, invoices, books of account, computer or data base information which relate to the rental and/or sale of Videocassettes of the Rental Pictures and/or the Revenue Sharing Program for three the then immediately preceding 18 month period (3including, without limitation, all appropriate information provided to Video Update by the Participating Stores). All such audits shall be at * sole cost and expense; provided however, that in the event such audit shall disclose an error or errors which in the aggregate equal or exceed 5% of the amounts owed to * hereunder for the period being audited, Video Update shall promptly reimburse * for all costs and expenses actually incurred in connection with such audit. * may make copies of or make excerpts from only such part of Video Update's records, invoices, books of account, computer or data base information which relate to matters and time frames subject to examination as herein provided. Such examination shall be at such place where the relevant information is maintained and during reasonable business hours and in such manner so as not to interfere with Video Update's normal business activities. Such examination shall continue for such time as is reasonably necessary (but in any event not more than 30 consecutive days, provided that * has been provided with the requisite access and information) years thereafterfor * to complete the examination. Such right to examine hereunder is limited to the financial matters in connection with Videocassettes of Rental Pictures and/or the Revenue Sharing Program and under no circumstances shall * have the right to examine records relating to Video Update's business generally or with respect to other projects not related to Videocassettes of Rental Pictures (and/or the Revenue Sharing Program) for purposes of comparison or otherwise; provided, SpinCo however, that where any original income or expense document with third parties relates to Videocassettes of Rental Pictures (and/or the Revenue Sharing Program) and videocassettes of any third party's titles, * shall have the rightright to examine the entire document, at provided, that any time (but information contained therein which does not more than once per calendar year, unless relate to Videocassettes and/or the Revenue Sharing Program shall be redacted therefrom. Any amounts determined to be due and owing to * following an audit reveals an understatement in such year)shall be paid to * with interest at *% above the prime rate of interest announced from time-to-time by * (or the highest rate of interest permissible under applicable law, upon reasonable advance notice if less) from the date the applicable sums should have been paid to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate * to the calculation date of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related payment to such audit*. (b) If Video Update grants * the right to conduct, or to engage an examination or audit reveals that RemainCo has made underpayments auditor to SpinCoconduct, RemainCo (or its designee) shall promptly pay upon 48 hours notice, in-store audits for purposes of "spot-checking" transaction information relating to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, rental and/or sale of Videocassettes of the Parties shall review Rental Pictures and/or the books and records in Revenue Sharing Program on a cooperative manner in an attempt to resolve any discrepancyParticipating Store-by- Participating Store basis. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. (a) During Provider shali use appropriate cash management ptoeedures so tbat public funds disbursed under llris Agreement are discernible from other funds. Provider shall maintain adequate source reeords, including, but not limited to invoices, payroll records, time sheets, and receipts fot up to three years after the Term and for three (3) years thereafter, SpinCo termination of tbis Agreement. SES Provider shall have allow MPS or any authorized MPS lepresentative to eonduct a progtam evaluation and/or a contract compliance/financial audit of the right, program funded under this agreement at any time (and as often as deemed necessary by MPS, for a period of up to three years following the expiration of this agreement. If an audit identifies eosts as inappropriate, MPS shall be entitled to recover any payments for such costs. MPS also reserves tlie right to monitor the Provider's instructional program, eonduct student documentation reviews and review genera! program requirements. Copies of ISAP's and other parent / guatdian communications shall be available at tutoring sites for monitoring puiposes and additional copies shall be kept at the provider's business. MPS reserves the right to conduct unannounced on-site review inspection of tlie opetations of tbe Provider, including but not more than once per calendar limited to all pertinent records for the puipose of fmaneial audits and state/Federal regulations regarding signed ISAP's, signed student attendance rosters, criminal backgtound checks, student data, accutacy & completeness of required staff data, Educational Serviees: instruction, materials, technology, and incentives/rewatds and pre- and post-test results. For each year the SES Provider is providing serviees, the SES Provide! shall be required to submit a copy of its Financial Audit Report conducted on behalf of the applicant by an independent CP A for that year, unless . Audits are provided at year-end. Failure to turn in an audit reveals an understatement shall result in such year)the SES Provider being barred from performing services in subsequent years. If Provider is a newly formed entity, upon reasonable advance notice to RemainCo, to have tben a copy of the Engagement Letter from an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate CPA to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may perform Ihe audit at year-end must be reasonably requested by such independent third party related to such auditsubmitted. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. Upon reasonable prior notice and during regular business hours at such place or places where such Records are customarily kept, the Records may be inspected on Freeline’s behalf by an independent auditor (athe “Auditor”) During selected by Freeline and acceptable to Ascend (such acceptance not to be unreasonably withheld) solely to the Term and extent relating to Third Party Costs for three the sole purpose of verifying for Freeline the accuracy of any payments made, or required to be made, to Ascend pursuant to this Agreement in respect of such Third Party Costs. In addition, the Auditor may inspect the Records for any purpose that Freeline can demonstrate is required by Applicable Law. Such audits may not (3i) years thereafterbe conducted for any calendar year ending more than twenty-four (24) months prior to the date of such request, SpinCo shall have the right, at any time (but not ii) be conducted more than once per in any calendar yearyear or (iii) be repeated for any Calendar Quarter, unless provided that where an audit reveals a material breach by Ascend (or any Affiliate) of any of its obligations under this Agreement, Freeline shall be entitled to conduct a further audit in the then current calendar year. Freeline shall require the Auditor to provide to Ascend an understatement audit report containing its conclusions regarding any audit, and specifying whether the amounts paid in respect of Third Party Costs were correct or, if incorrect, the amount of any underpayment or overpayment. The Auditor shall provide to Ascend a preliminary copy of its audit report and shall discuss with Ascend any issues or discrepancies that Ascend identifies, prior to submission to Freeline. If such year)audit establishes that Freeline has been overcharged with respect to Third Party Costs in accordance with this Agreement during the period covered by any audit pursuant to this Section 8, upon reasonable advance notice Ascend shall remit to RemainCoFreeline such overpaid amounts within thirty (30) days of the date on which Freeline delivers to Ascend an invoice reflecting such amounts. In the event such audit establishes that amounts have been undercharged by Ascend during such period, the amount of such undercharged amount shall promptly be paid to have an independent third party examine all booksAscend. The fees charged by the Auditor in connection with any audit pursuant to this Section 8 shall be paid by Freeline; provided, records and accounts however, that if a discrepancy in favor of RemainCo Freeline of more than [***] for the five period being audited and/or a material breach by Ascend (5or any Affiliate) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable any of its obligations under this Agreement where is established, then Ascend shall pay the calculation of such amount depends on information provided by RemainCo, reasonable fees and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested expenses charged by such independent third party related to Auditor in connection with such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. After delivery to Landlord of at least thirty (a30) During the Term days' prior written notice delivered no later than one hundred twenty (120) days after receipt of a Statement, Tenant, at its sole cost and for three (3) years thereafterexpense through any accountant designated by it, SpinCo shall have the right, at any time (but not more than once per calendar year, unless an right to examine and/or audit reveals an understatement in such year), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records evidencing such costs and expenses for the previous one (1) calendar year and for the Base Year, at Landlord's offices in the Building or elsewhere in San Francisco, during Landlord's reasonable business hours but not more frequently than once during any calendar year. Any such accounting firm designated by Tenant may not be compensated on a cooperative manner contingency fee basis. The results of any such audit (and any negotiations between the parties related thereto) shall be maintained strictly confidential by Tenant and its accounting firm and shall not be disclosed, published or otherwise disseminated to any other party other than to Landlord and its authorized agents other than to the extent required by law or court order. Landlord and Tenant each shall use its best efforts to cooperate in an attempt such negotiations and to promptly resolve any discrepancy. discrepancies between Landlord and Tenant in the accounting of such costs and expenses. If Tenant fails to timely deliver written notice of Tenant's desire to audit a Statement pursuant to this Section 4.6 or Tenant fails to commence and complete such audit within seven (c7) months after Landlord’s delivery of the Statement in question, then Tenant shall be deemed to have approved of such Statement and such Statement shall be final and binding upon Tenant. If an examination or through such audit reveals it is determined that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty of Direct Expense payments made pursuant to Section 11.5by Tenant for such calendar year is more than five percent (5%) in excess of the actual Direct Expenses payable for such year by Tenant, noting then Landlord shall reimburse Tenant for the reasonable accounting costs and expenses incurred by Tenant in performing such offset audit, including Tenant’s outside auditors or accountants (but excluding Tenant's in-house personnel). However, if through such audit it is determined that there is a discrepancy of one percent (1%) or less, then Tenant shall reimburse Landlord for the reasonable accounting costs and expenses associated with Landlord’s outside accounting firms or auditors (but excluding Landlord's in-house personnel) in the accompanying Royalty Report. If SpinCo does not pay RemainCo connection with such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6audit.

Audit. Upon Seller’s request, Buyer shall, and shall cause each of its Affiliates, licensees and Sublicensees to permit an independent accounting firm of national standing appointed by Seller and reasonably acceptable to Buyer (a) During or the Term and for three (3) years thereafter, SpinCo shall have the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement in such yearapplicable other party), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records inspect and accounts of RemainCo for audit the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the applicable books and records in a cooperative manner in an attempt of account of Buyer and its Affiliates, licensees and Sublicensees that relate directly to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made reports provided pursuant to Section 11.55.16 of the Asset Purchase Agreement, noting Section 4.2 and records maintained pursuant to Section 4.3(e), in order to confirm the accuracy and completeness of the such offset in reports and all payments hereunder; provided, that such accounting firm enters into a typical confidentiality agreement with the accompanying Royalty Reportparty audited. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which Seller shall be calculated entitled hereunder to (x) cause the inspection and accrue as described audit of such books and records relating to a particular time period only one time, and (y) exercise its inspection and audit rights under this Section 4.3(f) once per Calendar Year; provided, however, that if any audit conducted pursuant to this Section 4.3(f) reveals that any previously delivered report was materially inaccurate or that any prior inspection or audit resulted in a material adjustment to amounts due hereunder for any Calendar Quarter, then Seller shall be entitled, for a period of [***] following its receipt of notice of such material deviation, to initiate one other audit pursuant to this Section 4.3(f) for the applicable time period in order to determine whether the applicable material deviation has been cured. Seller shall bear all out of pocket costs and expenses incurred in connection with any inspection or audit performed pursuant to this Section 4.3(f); provided, however, that if any such inspection or audit correctly identifies any underpayments by Buyer hereunder in excess of the greater of [***] of the amounts actually payable for the period audited and [***], then, in addition to paying the full amount of such underpayment, plus accrued interest at a rate set forth in Section 11.64.3(b), Buyer shall reimburse Seller for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with such inspection or audit. All information disclosed pursuant to this Section 4.3(f) shall be subject to the confidentiality and non-use provisions set forth in Article 10.

Audit. (a) During the Term Upon at least [*] advance, written notice and for three (3) years thereafterno more frequently than once per calendar year, SpinCo ParkerVision shall have the right, at its own expense, to examine such records through an independent representative during [*]'s ordinary business hours to the extent reasonably necessary to confirm or correct such reports. Such inspections shall be made by an international auditing firm that does not and has not for the past three (3) years provide other accounting or financial services to ParkerVision, which representative may furnish to ParkerVision only its conclusions as to the accuracy of such reports, as to any time (discrepancies therein, and as to any adjustment necessary to be made to provide for payment of the proper amount of royalties, but not more than once per calendar year, unless an audit reveals an understatement any other information of [*] gleaned in such year), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts the course of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo ParkerVision shall provide identify the international auditing firm in advance of the audit in writing, and [*] shall approve the international auditing firm in advance, which approval shall not be unreasonably withheld and shall be granted in any event if the international auditing firm meets the criteria set forth above. In addition, as a condition to being granted any access to [*]'s record, such other assistance as may be international auditing firm shall, on its own behalf and on behalf of all of its agents, execute a nondisclosure agreement reasonably requested acceptable to [*]. In the event that any examination by such independent third party related mutually agreed upon international auditing firm reveals that [*] has underpaid royalties due to ParkerVision by [*] or more which underpayment is in excess of [*], then [*] shall reimburse ParkerVision for the reasonable cost of such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) . [*] shall further promptly pay to SpinCo (or its designee) upon demand ParkerVision any additional royalties due after the amount underpaid plus interestreceipt of written notice by ParkerVision of [*]’s underpayment. With respect to any underpayments more than [*] old, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt [*] agrees to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amountunderpayments at the lowest rate that [*] is currently paying, which or has most recently paid, for a loan from a commercial bank as of the date the audit reveals such underpayment. All information disclosed under this Section 11.2 shall be calculated deemed [*] Confidential Information and accrue shall be used for the sole purpose of verifying proper reporting of Licensed Products and proper payment of royalties. The auditors shall not spend more than [*] in [*]'s premises unless it is not reasonably possible to complete the audit within such time period, in which case the auditors may remain in [*]'s premises only for such period of time as described in Section 11.6is reasonably necessary to complete their work.

Audit. Provided an Event of Default on the part of the Tenant is not then existing, Tenant or its accountant (abut not a subtenant) During the Term and for three (3) years thereafter, SpinCo shall have the right, right after seven (7) days prior written notice to Landlord to examine ▇▇▇▇▇▇▇▇'s books and records of Operating Expenses and Taxes for the immediately preceding calendar year during normal business hours at the office of Landlord or Landlord's agent within sixty days (60) days following the furnishing of the Tax and Operating Expense Adjustment Statements to Tenant. Unless Tenant takes written exception to any time item within sixty days (but not more than once per calendar year, unless an audit reveals an understatement 60) days following the furnishing of the Adjustment Statements to Tenant (which item shall be paid in such yearany event), upon reasonable advance such statements shall be considered as final and accepted by ▇▇▇▇▇▇. Tenant may take exception to matters included in Taxes or Operating Expenses, or Landlord's computation of ▇▇▇▇▇▇'s Proportionate Share of either, by sending notice specifying such exception and the reasons therefor to RemainCoLandlord no later than thirty (30) days after Landlord makes such records available for examination. Such Rent Adjustment Statements shall be considered final, except as to have matters to which exception is taken after examination of Landlord's records in the foregoing manner and within the foregoing times. Tenant acknowledges that ▇▇▇▇▇▇▇▇'s ability to budget and incur expenses depends on the finality of such Statement, and accordingly agrees that time is of the essence of this Subsection. If Tenant takes exception to any matter contained in the Rent Adjustment Statements as provided herein, Landlord shall refer the matter to an independent third party examine all bookscertified public accountant, records and accounts of RemainCo for the five (5) years preceding such examination that relate whose certification as to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), proper amount shall be final and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, conclusive as between Landlord and copy such information that is reasonably necessary for, and relevant to, such auditTenant. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) Tenant shall promptly pay the cost of such certification unless such certification determines that Tenant was overbilled by more than two percent (2%). Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant's Proportionate Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to SpinCo (adjustment after any such exceptions are so resolved. Tenant acknowledges that Landlord has made no representation, warranty or its designee) upon demand guaranty relating to the amount underpaid plus interest, which shall be calculated of the Tax Base and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancyOperating Expense Base. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. (a) During At its option, Lessor may at any time, upon ten (10) days, prior written notice to ▇▇▇▇▇▇, arrange for an auditor selected by Lessor to conduct a complete audit (including a physical inventory) of the Term entire records and operations of Lessee and Sub-lessee included in Gross Revenues from the Property during the period covered by any statement issued by ▇▇▇▇▇▇. Lessee shall make available to the Lessor's auditor at the Property or ▇▇▇▇▇▇'s main accounting office on the day set forth in Lessor's notice, requiring such audit, all of the books, source documents, accounts and records referred to in this Lease and any other materials which such auditor deems necessary or desirable for three the purpose of making such audit. Lessee shall promptly pay to Lessor the amount of any deficiency in Percentage Rent payments disclosed by any such audit. If such audit shall disclose that ▇▇▇▇▇▇'s statement of Gross Revenues is at variance to the extent of five percent (35%) years thereafteror more, SpinCo Lessor may bill to Lessee the cost of such audit, which shall be paid by Lessee within thirty (30) days after ▇▇▇▇▇▇'s receipt of Lessor's invoice. If such audit shall disclose that ▇▇▇▇▇▇'s statement of Gross Revenues is at variance to the extent of ten percent (10%) or more, then Lessor, in addition to the foregoing remedy and other remedies available to Lessor, shall have the rightoption, at any time upon Lessee's failure to pay such additional sums within thirty (30) days after written notice to the Lessee, to declare this Lease terminated and the Lease Term ended, in which event this Lease shall cease and terminate on the date specified in such notice with the same force and effect as though the date set forth in such notice were the date originally set forth herein and fixed for the expiration of the Lease Term, and ▇▇▇▇▇▇ shall vacate and surrender the Property but not more than once per calendar yearshall remain liable for all obligations arising during the balance of the original stated term as provided in this Lease. If such audit shall disclose an overpayment, unless Lessor shall credit such overpayment towards the next payment of Minimum Base Rent due. In addition to the foregoing, and in addition to all other remedies available to Lessor, in the event ▇▇▇▇▇▇'s auditor and Lessor's auditor shall schedule a date for an audit reveals an understatement of Lessee's records in such year), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any)accordance with this Section 4.7, and other amounts payable under this Agreement where Lessee shall fail to be available or shall otherwise fail to comply with the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, requirements for such audit. RemainCo , Lessee shall provide such other assistance as may be reasonably requested by such independent third party related to such pay all costs and expenses associated with the canceled audit. (b) If an examination or In addition to all other remedies available to Lessor, in the event that any such audit reveals shall disclose that RemainCo has made underpayments ▇▇▇▇▇▇'s records and other documents as referred to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.64.4, 4.5 and 4.6 hereof and such other materials provided by Lessee to Lessor's auditor are inadequate, in the opinion of an independent CPA serving as Lessor's auditor, to disclose accurately Lessee's Gross Revenues, then Lessee shall have thirty (30) days to cure any deficiencies raised by ▇▇▇▇▇▇’s auditor and shall then notify Lessor so that Lessor’s auditor can continue its audit. If RemainCothe audit findings show a greater than two percent (2%) or greater variance, said audit costs will be charged to the Lessee. Lessor’s exercise of the foregoing remedy shall in good faithno way limit or otherwise affect ▇▇▇▇▇▇'s ability to exercise other remedies available to it, disputes that there was an underpayment, the Parties nor shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made Lessee's obligations pursuant to Section 11.5the terms, noting covenants and conditions of this Lease (including, without limitation, Lessee's obligation with respect to reporting Gross Revenues and payment of Percentage Rent) be in any manner reduced or diminished by the exercise of such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6remedy.

Audit. (a) During Landlord shall maintain at all times during the Term of this Lease full, complete and accurate books of account and records (prepared in accordance with generally accepted accounting practices on a cash basis, with variations consistent with the practices followed by comparable office building owners in Denver, Colorado) with respect to Operating Expenses, and shall retain such books and records, as well as contracts, bills, vouchers, and checks, and such other documents as are reasonably necessary to properly audit the Operating Expenses for three each year of the Lease Term (3as well as the Base Year). Upon reasonable notice from Tenant, Landlord shall make available for Tenant's inspection (or inspection performed by Tenant's accountant and/or consultants) years thereafterat Landlord's office during normal business hours, SpinCo shall have Landlord's books and records relating to the right, at any time (but not more than once per Operating Expenses for the most recent full calendar year, unless an except that any audit reveals an understatement of the Base Year must occur within twelve (12) months after the end of the Base Year and the audit of all subsequent years must occur within six (6) months of the date Landlord delivers the Statement of Actual Adjustment to Tenant. If neither Landlord nor Tenant shall revise or challenge the Statement of Actual Adjustment within said six (6) month period, the year in such question shall be deemed closed and neither Landlord nor Tenant shall be entitled to recover, as the case may be, undercharges or overcharges for that year), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo for . In the five (5) years preceding such examination that relate to event Tenant challenges the calculation of a particular line item on the Royalty or the Minimum Annual Royalty Shortfall (if any)Statement of Actual Adjustment, and other amounts payable under this Agreement where it may audit the calculation of such amount depends line item (but not the entire Statement of Actual Adjustment) for the prior two (2) years. If, on information provided by RemainCothe basis of Tenant's review of Landlord's books and records, and copy such information any Statement of Actual Adjustment is determined to be in error (that is reasonably necessary forto have resulted in an over charge to Tenant), and relevant toLandlord shall (subject to its right to contest) reimburse Tenant within thirty (30) days following such determination for any overpayment of Operating Expenses, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCoand, in good faithaddition, disputes that there was if the error resulted in an underpaymentovercharge to Tenant of five percent (5%) or more of the total Operating Expenses of the Building, Landlord shall also reimburse Tenant, within thirty (30) days after receipt of evidence of the cost, the Parties shall review the reasonable cost of Tenant's audit of Landlord's books and records (limited to the reasonable hourly rate cost, without contingent fee, of Tenant's accountant or consultant, neither of which costs may be included as a Operating Expense). If, however, as a result of Tenant's audit it is determined that Landlord undercharged Tenant for the Operating Expense in a cooperative manner in an attempt to resolve any discrepancyquestion, Tenant shall reimburse Landlord for the undercharged amount. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. (a) During Amylin shall keep complete and accurate records of the Term underlying revenue and for three (3) years thereafter, SpinCo expense data relating to the calculations of Net Sales and payments required under this Agreement. Amgen shall have the right, at any time (but not its own expense and no more than once per calendar year, unless an audit reveals an understatement in such year), upon reasonable advance notice to RemainCo, to have an independent third party examine all booksindependent, certified public accountant, selected by Amgen and reasonably acceptable to Amylin, review such records of Amylin upon reasonable notice (which shall be no less than thirty (30) days prior written notice) and accounts during regular business hours and under obligations of RemainCo strict confidence, for the five sole purpose of verifying the basis and accuracy of payments required and made under this Agreement within the prior thirty-six (536) years preceding month period; provided that, if royalties are owed for retroactive periods pursuant to Section 5.3(b)(i) or (ii), then for a thirty-six (36) month period after the date such examination that relate royalties first become due under Section 5.3(b)(i) or (ii), Amgen shall have the right to audit records related to the calculation period of the Royalty Term prior to such date. No calendar year may be audited more than one time. Notwithstanding the foregoing, in the event that Amylin restates its earnings, and such restatement would impact the royalty due to Amgen for any period(s) previously audited, or Amylin revises a report or makes a further payment for a period for which a report or payment was previously provided or due to Amgen under Section 5.5, which report or payment reflects a material change in the Minimum Annual Royalty Shortfall (amount of royalties due for the prior period and Amgen has previously audited such period, then Amgen shall have the right to re-audit the affected time period(s) solely with respect to verifying the effect, if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related restatement or revision has on royalties due with respect to such audit. (b) If an examination or period(s). Amylin shall receive a copy of each audit reveals that RemainCo has made underpayments report promptly from Amgen. Should the inspection lead to SpinCothe discovery of a discrepancy to Amgen’s detriment, RemainCo (or its designee) Amylin shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, of the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. discrepancy within thirty (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (4530) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.being notified

Audit. (a) During the Term and for three (3) years thereafter, SpinCo Seller shall have the rightprovide to Buyer, at any time (but not more than once per calendar yearBuyer's expense, unless an audit reveals an understatement in such year)copies of, upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant shall provide Buyer access to, such audit. RemainCo shall provide such other assistance operating statements with respect to the Property as may be reasonably requested by such independent third party related Buyer prior to such audit. (b) If an examination the Closing Date, and in the possession or audit reveals that RemainCo has made underpayments control of Seller, or its accountants, to SpinCo, RemainCo enable Buyer (or its designeeAffiliates) to prepare a property level review (“Operating Statements”). Such information shall promptly pay include, if available, an income statement and balance sheet data for the Property for a period beginning January 1 of the year prior to SpinCo closing the acquisition through Closing, if available. Without limiting the generality of the foregoing, (i) Buyer or its designeedesignated independent accountant (Ernst and Young or any successor accounting firm) upon demand may review Seller's Operating Statements of the amount underpaid plus interestProperty, which at Buyer's expense, and Seller shall provide such documentation, if in Seller’s possession, as Buyer or its accountant may reasonably request in order to perform such review (provided that in each instance where the Buyer may need to access any consolidated records of Seller, Seller shall not be required to provide any consolidated records other than in redacted form sufficient for the accountant to verify information contained in the financial statements of the Property; provided, however, that the foregoing obligations of Seller shall be calculated limited to providing such information and accrue documentation as may be in the possession of, or reasonably obtainable by, Seller, at no cost to Seller, and in the format that Seller have maintained such records (and further subject to tenant confidentiality requirements and the limitations regarding verifications in consolidated records described in Section 11.6. If RemainCoabove), and further, in good faithno event shall Seller be required to deliver to Buyer, disputes or allow Buyer access to, any information that there was an underpaymentSeller deems privileged or proprietary. Furthermore, the Parties shall review the books and records in a cooperative manner in an attempt any information or documentation provided by Seller to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made Buyer pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which this Agreement or otherwise shall be calculated delivered without any representations or warranties, including without limitation any representations or warranties as to accuracy or completeness thereof. Buyer shall reimburse Seller on demand for all costs and accrue as described expenses incurred by Seller in Section 11.6performing its obligations under this Article 24, and such reimbursement obligation shall survive the termination of this Agreement.

Audit. (a) During CKD and its Affiliates and Sublicensees shall keep complete and accurate records of the Term underlying revenue and expense data relating to the calculations of Net Sales, COGS and payments required under this Agreement for three (3) years thereafter, SpinCo from the end of the calendar quarter in which the Net Sales were accrued. Cara shall have the right, at any time (but not its own expense and no more than once per calendar year, unless an audit reveals an understatement in such year), upon reasonable advance notice to RemainCo[*], to have an independent third party examine independent, certified public accountant, selected by Cara and reasonably acceptable to CKD, review all bookssuch records upon reasonable notice and during regular business hours and under obligations of strict confidence, records and accounts of RemainCo for the five (5) years preceding such examination that relate to sole purpose of verifying the calculation basis and accuracy of the Royalty or the Minimum Annual Royalty Shortfall (if any), payments required and other amounts payable made under this Agreement where within the calculation of such amount depends on information provided by RemainCoprior thirty-six (36) month period. No calendar quarter may be audited more than one time. Notwithstanding the foregoing, in the event that CKD restates its earnings, and copy such information that is reasonably necessary forrestatement would impact the royalty due to Cara for any period(s) previously audited, or CKD revises a report or makes a further payment for a period for which a report or payment was previously provided or due to Cara under Section 5.5, which report or payment reflects a material change in the amount of royalties due for the prior period and relevant toCara has previously audited such period, then Cara shall have the right to re-audit the affected time period(s) solely with respect to verifying the effect, if any, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related restatement or revision has on royalties due with respect to such audit. (b) If an examination or period(s). CKD shall receive a copy of each audit reveals that RemainCo has made underpayments report promptly from Cara. Should the inspection lead to SpinCothe discovery of a discrepancy to Cara’s detriment, RemainCo (or its designee) CKD shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, of the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. discrepancy within thirty (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (4530) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo being notified thereof. Cara shall pay interest on the full cost of the inspection unless the discrepancy is greater than [*], in which case CKD shall pay to Cara the actual cost charged by such overpaid amount, which shall be calculated and accrue as described in Section 11.6accountant for such inspection. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [*]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Audit. (a) During the Term and for three (3) years thereafter, SpinCo Angion shall have the right, at any time (but its own expense and not more than once per in any four consecutive calendar year, unless an audit reveals an understatement in such yearquarters during the term of this Agreement (except for one (1) post­ termination audit), upon reasonable advance notice to RemainCo, to have an independent third party examine all booksindependent, certified public accountant, selected by Angion and reasonably acceptable to Ohr, review the records ofOhr, its Affiliates and accounts of RemainCo for sublicensees, in the five location(s) where such records are maintained by Ohr upon reasonable notice (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-no less than forty five (45) days after prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments required and made under this Agreement. The independent public accountants selected by ▇▇▇▇▇▇ and agreed to by Ohr will be required to sign ▇▇▇'s confidential disclosure agreement prior to performing any audit procedures or receiving documentation evidencing any information from Ohr. The report and communication of such overpayment reasonably requested accountant shall be limited to a certificate stating whether any report made or payment submitted by SpinCoOhr during such period is accurate or inaccurate and the amount of any payment discrepancy, SpinCo regardless if the discrepancy is favorable or unfavorable to Angion. Ohr shall receive a copy of each such report concurrently with receipt by ▇▇▇▇▇▇. Should the inspection lead to the discovery of a discrepancy to ▇▇▇▇▇▇'▇ detriment, Ohr shall pay interest on the amount of the discrepancy (without interest) within thirty (30) days ofOhr's agreement with the findings of the inspection. Should the inspection lead to the discovery ofa discrepancy to ▇▇▇'s detriment, Ohr will have the right to deduct such overpaid amountamount (without interest) from any future royalty payment obligations; to the extent that no or insufficient future royalty obligations are due to Angion, ▇▇▇▇▇▇ agrees to pay such amount to Ohr within thirty (30) days ofreceiving an invoice from Angion. Angion shall pay the full cost of the inspection unless the discrepancy is greater than five percent (5%) to Angion's detriment, in which case Ohr shall pay the reasonable cost charged by such accountant for such inspection. 4.7 W-9 Forms. Angion shall provide to Ohr a completed IRS Form W9 within five (5) days after the Effective Date. ARTICLE 5 OHR'S DILIGENCE 5,1 Diligence. Ohr shall exercise Best Efforts to develop, manufacture, and commercialize Licensed Products. Notwithstanding the foregoing, Ohr does not represent or warrant to Angion that any commercializable product will be calculated and accrue as described in Section 11.6developed hereunder or that any Licensed Product will be commercially exploitable or of any commercial value.

Audit. After delivery to Landlord of at least thirty (a30) During the Term days’ prior written notice delivered no later than one hundred twenty (120) days after receipt of a Statement, Tenant, at its sole cost and for three (3) years thereafterexpense through any accountant designated by it, SpinCo shall have the right, at any time (but not more than once per calendar year, unless an right to examine and/or audit reveals an understatement in such year), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records evidencing such costs and expenses for the previous one (1) calendar year, during Landlord’s reasonable business hours but not more frequently than once during any calendar year. Any such accounting firm designated by Tenant may not be compensated on a contingency fee basis. The results of any such audit (and any negotiations between the parties related thereto) shall be maintained strictly confidential by Tenant and its accounting firm and shall not be disclosed, published or otherwise disseminated to any other party other than to Landlord and its authorized agents. Landlord and Tenant each shall use its best efforts to cooperate in a cooperative manner in an attempt such negotiations and to promptly resolve any discrepancy. discrepancies between Landlord and Tenant in the accounting of such costs and expenses. If Tenant fails to timely deliver written notice of Tenant’s desire to audit a Statement pursuant to this Section 4.6 or Tenant fails to commence and complete such audit within six (c6) months after Landlord’s delivery of the Statement in question, then Tenant shall be deemed to have approved of such Statement and such Statement shall be final and binding upon Tenant. If an examination or through such audit reveals it is determined that RemainCo has made overpayments to SpinCo, SpinCo there is a discrepancy of more than five percent (or its designee5%) shall promptly pay to RemainCo (or its designee) upon demand in the amount overpaid or RemainCo mayof Operating Expense, at its option, deduct such amount from future Royalty Tax Expense and Utility Cost payments made pursuant by Tenant for such calendar year when compared to Section 11.5the actual Operating Expenses, noting Tax Expenses and Utilities Costs for such offset year, then Landlord shall reimburse Tenant for the reasonable accounting costs and expenses incurred by Tenant in the accompanying Royalty Report. If SpinCo does not pay RemainCo performing such overpaid amount within fortyaudit, including Tenant’s outside auditors or accountants (but excluding Tenant’s in-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6house personnel).

Audit. During the Term of this Agreement and for a period of [***] thereafter, at the request of Mabwell, Disc (a) During the Term shall permit Mabwell or an independent auditor designated by Mabwell and for three (3) years thereafter, SpinCo shall have the rightreasonably acceptable to Disc, at any time (but not more than once per calendar year, unless an audit reveals an understatement in such year), reasonable times and upon reasonable advance notice to RemainConotice, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records maintained by Disc or its Affiliates pursuant to Section 2.4 and Section 6.8, solely to ensure Disc’s and its Affiliate’s compliance with this Agreement and the accuracy of all reports and payments made hereunder; and (b) shall cause its Sublicensees with active sublicense agreements (and for [***] thereafter) to permit an independent auditor designated by Mabwell and reasonably acceptable to Disc and such Sublicensee, at reasonable times and upon reasonable notice, to audit the books and record maintained by such Sublicensees pursuant to Section 2.4 and Section 6.8, solely to ensure such Sublicensees’ compliance with this Agreement and the accuracy of all reports and payments made hereunder. Any such audit shall be conducted during regular business hours in a cooperative reasonable manner and shall be limited to books and records up to [***] prior to audit notification, provided that in an attempt no event shall such audit extend to resolve books and records relating to any discrepancy. (c) If an examination or period after the Term. Such audit reveals that RemainCo has made overpayments shall not be performed more frequently than [***] nor more frequently than once with respect to SpinCo, SpinCo records covering any specific period of time. The auditors shall only state factual findings in the audit reports and shall not interpret this Agreement. The final audit report shall be shared with Disc (or its designeeSublicensee, as applicable) at the same time it is shared with Mabwell. As between Mabwell and Disc, the cost of any such audit (and the costs of the Auditor, if any) shall promptly pay be borne by Mabwell, unless the audit reveals or the Auditor determines, with respect to RemainCo a period, a variance of more than [***] from the reported amounts for such period, in which case Disc shall bear the cost of the audit and Auditor, if any (or its designee) upon demand the amount overpaid or RemainCo mayincluding any dispute with respect thereto, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report6.10). If SpinCo does not pay RemainCo such overpaid amount within forty-five audit concludes (45or, if the Parties dispute the result of such audit, the Audit Dispute Auditor concludes) days after receiving documentation evidencing such overpayment reasonably requested that (x) additional amounts were owed by SpinCoDisc, SpinCo Disc shall pay the additional amounts within [***] after the date on which such final audit report (or the decision of the Audit Dispute Auditor) is received by Disc, with interest on such overpaid amount, which shall be calculated and accrue from the date originally due as described provided in Section 11.66.7, or (y) excess payments were made by Disc, Disc may credit such excess payment against any future payment due to Mabwell under this Agreement; provided, however, that where no such future payments are due to Mabwell, Mabwell shall promptly reimburse Disc for any such amounts.

Audit. (a) During the Term and for three (3) years thereafterapplicable Retention Period, SpinCo shall have the right, at any time (but not more than once per calendar yearin each Calendar Year, unless MeiraGTx Neuro UK shall permit, and shall cause its Affiliates and require its Subcontractors to permit, an audit reveals an understatement in independent certified public accounting firm of nationally recognized standing selected by Company, and reasonably acceptable to MeiraGTx Neuro UK (or such yearAffiliate or Subcontractor, as applicable), upon reasonable advance notice to RemainCo, to have an independent third party examine all booksaccess to and to review, during normal business hours upon not less than [***] prior notice, the applicable records and accounts of RemainCo MeiraGTx Neuro UK (or such Affiliate or Subcontractor, as applicable) to verify the accuracy of any statement of Development Costs, FTE Costs or Out-of-Pocket Costs provided by MeiraGTx Neuro UK pursuant to this ARTICLE 8. Such review may cover such records for the five (5) years preceding such examination that relate any Calendar Year ending not more than [***] prior to the calculation date of such notice (provided that any such Calendar Year may only be subject to audit one time, unless for cause). The accounting firm shall disclose to MeiraGTx Neuro UK and Company only whether such statements of Development Costs, FTE Costs or Out-of-Pocket Costs are correct or incorrect and the Royalty or amount of any discrepancies and no other information shall be provided to Company. If such accounting firm concludes that additional amounts were owed during such period, Company shall pay the Minimum Annual Royalty Shortfall (if any)additional undisputed amount within [***] after the date such accounting firm delivers such written report to Company. If such accounting firm concludes that an overpayment was made, and other MeiraGTx Neuro UK agrees with such calculation, such overpayment shall be fully creditable against amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo in subsequent payment periods (or its designee) reimbursed to the extent there are no subsequent payment periods). If MeiraGTx Neuro UK disagrees with such calculation, MeiraGTx Neuro UK and Company shall promptly pay work together reasonably and in good faith to SpinCo (or its designee) upon demand resolve the amount underpaid plus interestdisagreement. If the Parties are unable to reach a mutually acceptable resolution of any such Dispute within [***], which then, notwithstanding Section 14.8, the Dispute shall be calculated and accrue as described in Section 11.6[***], Company shall make the required payment within [***] after the date Company receives the report of its accounting firm. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy[***]. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. (a) During the Term and for three (3) years thereafter, SpinCo Crown shall have the rightright to request to review, and Metawave shall make available at any time (but not more than once per calendar yearits office during normal business hours, unless an audit reveals an understatement in such year), upon after reasonable advance notice to RemainCorequest, to have an independent third party examine all books, records and accounts of RemainCo any Metawave sales agreement for the five Products and Ancillary Products and related books and records (5collectively, the "Sales Documents") years preceding such examination to confirm Metawave's compliance with Crown's preferential rights as set forth in this Agreement; provided, however, that relate Metawave can redact from the Sales Documents any information that may identify a customer or that is not relevant to the calculation subject matter of the Royalty or audit, provided that Metawave shall provide a brief list and description of the Minimum Annual Royalty Shortfall (if any), sections and other amounts payable topics so redacted. To the extent there are any discrepancies between Crown's preferential rights under this Agreement where and the calculation provisions of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpaymentSales Documents, the Parties shall review the books and records in a cooperative manner meet in an attempt to resolve such discrepancies. To the extent that such matters cannot be resolved within a reasonable period of time, Crown shall have the right to request an independent review by a public accountancy firm not otherwise affiliated or engaged by Crown (of Crown's selection) of the Sales Documents to verify Metawave's compliance with the terms of this Agreement. In the alternative, Crown may elect to use an independent party who has expertise in telecommunications equipment sales, for such a review. Such independent party shall not be an employee, former employee, contractor or affiliate of either company. The reviewer shall be required to sign a Non-Disclosure Agreement and shall be provided with the Sales Documents. Following a review of the Sales Documents, the reviewer shall provide Crown and Metawave with an assessment of whether any discrepancy. (c) If an examination Sales Documents for the Products or audit reveals Ancillary Products, contain terms that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand contravene Crown's preferential rights under this Agreement. In the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset event that the independent reviewer determines that the terms in the accompanying Royalty ReportSales Documents are more favorable or contravene the preferential terms of this Agreement, then Metawave shall pay all expenses associated with the independent review. In the event that the independent review does not determine that any Sales Document contravenes the preferential terms of this Agreement, then Crown shall pay all costs associated with the independent review. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCothis Agreement is completely or partially terminated, SpinCo shall pay interest on such overpaid amount, which the records relating to the work terminated shall be calculated made available to Crown for two (2) years after such termination, subject to applicable law and accrue as described Metawav's written corporate document retention policies. Crown shall be able to exercise its audit rights hereunder with respect to (i) Section 8.6 of this Agreement at any time and (ii) Crown's other preferential rights under this Agreement once in Section 11.6a given calendar year.

Audit. (a) During In the Term and for three (3) years thereafterevent of any dispute as to the amount of Excess as set forth in the Statement, SpinCo Tenant shall have the right, after reasonable notice and at any time reasonable times, to inspect and photocopy Landlord’s accounting records at Landlord’s office in the City of San Diego. If, after such inspection and photocopying, Tenant still disputes the amount of Excess as set forth in the Statement, Tenant shall be entitled to retain an accountant to audit Landlord’s records to determine the proper amount of the Excess. If such audit reveals that ▇▇▇▇▇▇▇▇ has overcharged Tenant, then within thirty (but not 30) days after the results of such audit are made available to Landlord, Landlord shall reimburse Tenant the amount of such overcharge. If the audit reveals that ▇▇▇▇▇▇ was undercharged, then within thirty (30) days after the results of the audit are made available to Tenant, Tenant shall reimburse Landlord the amount of such undercharge. Tenant agrees to pay the cost of such audit, provided that Landlord shall pay such cost if the audit reveals that ▇▇▇▇▇▇▇▇’s determination of Tenant’s Excess as set forth in the Statement was in error by more than once per calendar year, unless an audit reveals an understatement in such yearfive percent (5%), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts in which case Landlord shall pay the cost of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which Landlord shall be calculated and accrue as described in Section 11.6required to maintain records of all Operating Expenses for the entirety of the three-year period following delivery of each Statement. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve The payment by Tenant of any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made amounts pursuant to Section 11.5this Lease shall not preclude Tenant from questioning the correctness of any Statement provided by Landlord, noting such offset in and the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount failure of tenant to object thereto within forty-five sixty (4560) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which its receipt thereof shall be calculated and accrue as described in Section 11.6conclusively deemed ▇▇▇▇▇▇’s approval thereof.

Audit. In the event LESSEE elects to audit LESSOR'S statement or reconciliation of Operating Expenses or statement of real estate taxes in accordance with this clause, such audit must be (ai) During conducted by an independent nationally recognized accounting firm that is not being compensated by LESSEE on a contingency fee basis, and (ii) completed within ninety (90) days following LESSEE'S notice disputing the Term and for three (3) years thereaftercorrectness of the statement of Operating Expenses. In lieu of employing a nationally recognized accounting firm, SpinCo LESSEE may employ a nationally recognized real estate consultant approved by LESSOR, which approval may not be unreasonably withheld by LESSOR. If the audit discloses that LESSEE'S Additional Rent has been overstated, LESSOR shall have revise the rightapplicable components of the Additional Rent and, at any time LESSEE'S direction, shall either credit the overpayment made by LESSEE against the installments of Basic Rent and Additional Rent next succeeding the completion of such audit or refund the overpayment to LESSEE within thirty (but not more than once per calendar year, unless an audit reveals an understatement in such year), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo for the five (530) years preceding such examination that relate to the calculation days of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation completion of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo Furthermore, all of the information obtained through the LESSEE'S audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the LESSOR and/or the Property as well as any compromise, settlement, or adjustment reached between LESSOR and LESSEE relative to the results of the audit shall provide be held in strict confidence by LESSEE and its officers, agents, and employees; and LESSEE shall cause its auditor or consultant and any of its officers, agents, and employees to be similarly bound. As a condition precedent to LESSEE'S exercise of its right to audit, LESSEE must deliver to LESSOR a signed confidentiality agreement from the auditor or the consultant (in form acceptable to LESSOR and LESSEE) that provides that such other assistance as information shall be held in strict confidence and shall not be revealed in any manner to any person except upon the prior written consent of LESSOR. Notwithstanding the foregoing, LESSOR agrees that such information may be reasonably requested disclosed to LESSEE'S advisers, consultants, and attorneys on a "need to know" basis, and may be disclosed by such independent third party related LESSEE in connection with any suit, proceeding or arbitration or other dispute resolution procedure relating to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interestdue from LESSEE under this Section 6. LESSEE understands and agrees that this provision is of material importance to the LESSOR and that any violation of the terms of this provision shall result in immediate and irreparable harm to the LESSOR. LESSOR shall have all remedies allowed by law or equity if LESSEE, which shall be calculated and accrue as described in Section 11.6. If RemainCoits officers, in good faithagents, disputes that there was an underpayment, or employees and/or the Parties shall review auditor violate the books and records in a cooperative manner in an attempt to resolve any discrepancyterms of this provision. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. (a) During Maruishi and its Affiliates and Sublicensees shall keep complete and accurate records of the Term underlying revenue and expense data relating to the calculations of Net Sales, COGS and payments required under this Agreement for three (3) years thereafter, SpinCo from the end of the calendar quarter in which the Net Sales were accrued. Cara shall have the right, at any time (but not its own expense and no more than once per calendar year, unless an audit reveals an understatement in such year), upon reasonable advance notice to RemainCo[*], to have an independent third party examine independent, certified public accountant, selected by Cara and reasonably acceptable to Maruishi, review all bookssuch records upon reasonable notice and during regular business hours and under obligations of strict confidence, records and accounts of RemainCo for the five (5) years preceding such examination that relate to sole purpose of verifying the calculation basis and accuracy of the Royalty or the Minimum Annual Royalty Shortfall (if any), payments required and other amounts payable made under this Agreement where within the calculation of such amount depends on information provided by RemainCoprior thirty-six (36) month period. No calendar quarter may be audited more than one time. Notwithstanding the foregoing, in the event that Maruishi restates its earnings, and copy such information that is reasonably necessary forrestatement would impact the royalty due to Cara for any period(s) previously audited, or Maruishi revises a report or makes a further payment for a period for which a report or payment was previously provided or due to Cara under Section 6.6, which report or payment reflects a material change in the amount of royalties due for the prior period and relevant toCara has previously audited such period, then Cara shall have the right to re-audit the affected time period(s) solely with respect to verifying the effect, if any, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related restatement or revision has on royalties due with respect to such audit. (b) If an examination or period(s). Maruishi shall receive a copy of each audit reveals that RemainCo has made underpayments report promptly from Cara. Should the inspection lead to SpinCothe discovery of a discrepancy to Cara’s detriment, RemainCo (or its designee) Maruishi shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, of the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. discrepancy within thirty (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (4530) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo being notified thereof. Cara shall pay interest on the full cost of the inspection unless the discrepancy is greater than [*], in which case Maruishi shall pay to Cara the actual cost charged by such overpaid amount, which shall be calculated and accrue as described in Section 11.6accountant for such inspection.

Audit. (a) During the Term and for Investor shall cause its books of account to be audited within three (3) years thereaftermonths, SpinCo or such longer period of time as the Minister of Finance may approve, after the close of each fiscal year in accordance with International Accounting Standards guidelines by an independent auditor (which shall be a reputable international accounting firm) selected by Investor and a copy of the annual financial statement duly certified by Investor's auditor and any management letters shall be furnished to Government within such period as provided by Law after its receipt by Investor. Government shall have the right, at any time (but not more than once per calendar year, unless an right freely to discuss with Investor's auditor the results of the audit reveals an understatement and certification. Investor shall take all reasonable measures to ensure that said auditor shall cooperate fully in such year), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records discussions. The foregoing shall not in any way imply acceptance of any such audit or certification by Government or preclude Government from auditing such books of account as provided under Law and accounts of RemainCo for the five (5) years preceding such examination requesting notarized information from any Affiliate that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), provides goods and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant services to, such audit. RemainCo or purchases product from, the project; provided, however, that Government shall provide Investor with a copy of any such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCoof receipt. Once either Government or Investor has audited any book of accounts, SpinCo shall pay interest on such overpaid amount, which the financial statement thus audited shall be calculated considered acceptable and accrue the audit results binding and conclusive as described to its findings, unless a Party shall have indicated to the contrary within three (3) years after its receipt of a copy of the audited financial statement; provided, however, that there will be no such time limitation in Section 11.6case of Investor's fraud or intentional misrepresentation and the generally applicable statute of limitations shall apply for any tax audit of the Investor. (b) If Investor has, pursuant to this Agreement, underpaid its income tax liability, Government shall, subject to Law, assess interest and penalties. If Investor has overpaid its income tax liability, then it shall be entitled to reimbursement as provided by Law. Investor may elect pursuant to section 72 of the Code to have any such reimbursement credited against any Taxes and Duties then or thereafter due to Government by Investor. (c) Investor shall keep a comprehensive set of its own books and records in Liberia at all times. In case a review of Investor's own records or books or those of any Affiliate outside of Liberia is required, Investor shall cooperate to provide Government with copies of the information, books and records needed to complete the audit in a timely manner. If Government nonetheless deems it necessary for any part of such audit to be performed outside of Liberia, the cost of associated travel shall be borne by Government.

Audit. 14.1 Once per Year, and once during the twelve month period following the expiry or termination of this Agreement for any reason whatsoever, AXN may audit or cause the audit of Sky’s Records (aas defined below) During for the sole purpose of verifying the accuracy of the Quarterly Reports provided by Sky to AXN pursuant to clause 10.4 above (but expressly excluding the Quarterly Reports after 36 months following their delivery to AXN). If any such audit of AXN reveals that ▇▇▇ has under-reported the amounts payable to AXN in accordance with this Agreement, Sky shall pay to AXN as AXN’s sole remedy for such under-reporting: any shortfall actually due to AXN pursuant to this Agreement; interests rate thereon pursuant to clause 10.7 above, from the time when the amounts should have been paid to AXN pursuant to clause 10.7 above, until the date of actual payment; and, if the shortfall exceeds 5 % (five per cent) of the amounts actually payable by Sky to AXN pursuant to this Agreement in the audited period, the reasonable costs of the audit. Should such audit reveal that Sky has over-reported or correctly reported the amounts payable to AXN, AXN shall bear the costs of such audit and shall immediately reimburse Sky any overpayment with interests at the rate set forth under clause 10.7 above, from the time when such overpayment has been made by Sky until the date of its actual reimbursement to Sky by AXN. Any audit under this clause 14.1 shall be conducted by or on behalf of AXN by a leading and independent accounting firm designated by AXN on not less than 15 (fifteen) working days notice (such notice to be sent to Sky via registered mail anticipated by fax), and for no longer than 5 days, during standard business days (excluding, for sake of clarity, Saturdays, Sundays, bank holidays and vacation periods), reasonable business hours and in such manner as not unreasonably to interfere with the normal business activities of Sky. Sky shall be provided with a copy of any audit report prepared in respect of such audit. AXN hereby undertakes that the auditing firm and its employees and agents (jointly, the “Auditors”) shall be bound by confidentiality obligations equivalent to those between Sky and AXN, and that the Auditors shall make no copies nor any reproductions whatsoever of the books and records audited and shall only provide AXN with the results of the audit carried out in accordance with this provision. AXN hereby undertakes to procure that the Auditors sign a confidentiality undertaking in such form as is reasonably required by Sky (approval not to be unreasonably withheld or delayed) and to provide such undertaking to Sky in advance of any audit. Signature of such undertaking shall be required prior to the commencement of any audit. Sky shall keep and maintain at all times during the Term of this Agreement, and for a period of 12 months thereafter, full, complete and accurate written records and books of account reasonably necessary solely in order to confirm the accuracy of the Quarterly Reports (such Sky’s records, individually or collectively, “Sky’s Records” or “Records”). 14.2 Once per Year, and once during the twelve month period following the expiry or termination of this Agreement for any reason whatsoever, Sky may appoint, at its sole expense, an external leading independent firm of auditors to audit the relevant books and records of AXN and/or (as the case may be) of any AXN’s Affiliates which contain information relating to the numbers of the Third Party Residential Subscribers to the AXN Channel and of the Third Party Residential Subscribers to the Additional Channel (each as defined under clause 11 above, individually and collectively, for the purposes of this clause: “Third Party Subscribers”), in order to confirm whether AXN is in compliance with its obligations pursuant to clause 11 above. Any audit under this clause 14.2 shall be conducted on not less than 15 (fifteen) working days notice (such notice to be sent to AXN via registered mail anticipated by fax), and for no longer than 5 working days, during standard business days (excluding, for sake of clarity, Saturdays, Sundays, bank holidays and vacation periods), reasonable business hours and in such manner as not unreasonably to interfere with the normal business activities of AXN. AXN shall be provided with a copy of any audit report prepared in respect of such audit. Sky hereby undertakes that the auditing firm and its employees and agents (jointly, the “Auditors”) shall be bound by confidentiality obligations equivalent to those between Sky and AXN, and that the Auditors shall make no copies nor any reproductions whatsoever of the books and records audited and shall only provide Sky with the conclusion of the audit carried out in accordance with this provision, subject to the following. Sky hereby undertakes to procure that the Auditors sign a confidentiality undertaking in such form as is reasonably required by AXN (approval not to be unreasonably withheld or delayed, but taking account of the following) and to provide such undertaking to AXN in advance of any audit. Signature of such undertaking shall be required prior to the commencement of any audit. Without prejudice to the generality of the foregoing, Sky shall procure that its auditors do not report, divulge or otherwise communicate, by any means whatsoever, to any person or entity (including Sky or any Affiliate of Sky) any of the commercial terms of any agreement between AXN (and/or as the case may be its Affiliates) and any Third Party distributor of the AXN Channel and/or of the Additional Channel. AXN shall use its reasonable efforts to include in any agreement with any Third Party authorized by AXN to Distribute the AXN Channel and/or the Additional Channel pursuant to clause 5.4 above (or, should such Third Party be authorized by any AXN’s Affiliates, AXN shall procure the result that any such Affiliates shall use its reasonable efforts to include in any agreement with any such Third Party) (i) an obligation on such Third Party to keep complete adequate and auditable written records as to, and to report to AXN (or to its Affiliates), the number of Third Party Subscribers; and (ii) the right for AXN (or its Affiliate) to audit such records on no less than an annual basis. If AXN or (as the case may be) any Affiliates thereof, having used all reasonable efforts, are able to include the obligation and right referred to above in its/their agreements with the relevant Third Party, AXN (or, as the case maybe, any AXN Affiliates) shall disclose such reports of Third Party Subscribers (as reported by such Third Parties) and/or the results of such audit (if any) to the auditors of Sky in accordance with the first paragraph of this clause 14.2. AXN (and/or, as the case may be, any of its Affiliates) shall keep such reports during the Term and for three (3) years 12 months thereafter, SpinCo shall have the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement in such year), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. (a) During the Term and for three (3) years thereafterIf Buyer elects to assign this Agreement to a special purpose entity affiliated with ▇▇▇▇▇▇▇ REIT II, SpinCo Seller shall have the rightprovide to Buyer, at any time (but not more than once per calendar yearBuyer's expense, unless an audit reveals an understatement in such year)copies of, upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant shall provide Buyer access to, such audit. RemainCo shall provide such other assistance operating statements with respect to the Property as may be reasonably requested by such independent third party related Buyer and are prepared by Seller in the ordinary course of its business and then existing, and in the possession of Seller, or its property manager or accountants, to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo enable Buyer (or its designeeaffiliates) to prepare a property level review ("Operating Statements") Such information shall promptly pay include, if available, an income statement and balance sheet data for the Property for a period beginning January 1 of the year prior to SpinCo closing the acquisition through Closing, if available, and are prepared by Seller in the ordinary course of its business and then existing Without limiting the generality of the foregoing, (i) Buyer or its designeedesignated independent accountant (Ernst and Young or any successor accounting firm) upon demand may review Seller's Operating Statements of the amount underpaid plus interestProperty, which at Buyer's expense, and Seller shall provide such documentation, if in Seller's possession and only to the extent prepared by Seller in the ordinary course, as Buyer or its accountant may reasonably request in order to perform such review; provided, however, that the foregoing obligations of Seller shall be calculated limited to providing such information and accrue documentation as described may be in Section 11.6. If RemainCothe possession of Seller and only if prepared by Seller in the ordinary course of its business and then existing, at no cost to Seller, and in the format that Seller have maintained such records (and further subject to tenant confidentiality requirements), and further, in good faithno event shall Seller be required to deliver to Buyer, disputes or allow Buyer access to, any information that there was an underpaymentSeller deems privileged or proprietary. Furthermore, the Parties shall review the books and records in a cooperative manner in an attempt any information or documentation provided by Seller to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made Buyer pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which this Agreement or otherwise shall be calculated delivered without any representations or warranties, including without limitation any representations or warranties as to accuracy or completeness thereof Buyer shall reimburse Seller on demand for all costs and accrue as described expenses incurred by Seller in performing its obligations under this Section 11.610.21, and such reimbursement obligation shall survive the termination of this Agreement.

Audit. (a) During Licensee agrees to create, retain, and provide to VORNEX and its auditors accurate written records, system tool outputs, and other system information sufficient to provide auditable verification that Your Use of all Licensed Information is in compliance with the terms and conditions of this SLA and any applicable Quotation(s). Upon reasonable written notice, during the Term of this SLA (including any extensions thereto) and for three (3) years thereafter, SpinCo VORNEX may verify Your compliance with the terms of this SLA and any applicable Quotation(s) at all sites and for all environments in which You use (for any purpose) the Licensed Information. VORNEX shall, and shall have the rightensure that any inspector or auditor shall, at any time (but not more than once per calendar year, unless an audit reveals an understatement in use such year), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo information only for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), purpose for which it was disclosed and not for any other amounts payable under this Agreement where the calculation of such amount depends on purpose and shall keep confidential all information provided to VORNEX or any of its agents, advisors, representatives, officers, directors or employees by RemainCoor on behalf of You or otherwise obtained by VORNEX or any of its agents, advisors, representatives, officers, directors or employees in connection with the audit which relates to You or to Your business. VORNEX will notify You in writing if any such audit or verification indicates that You have used any Licensed Information in excess of its authorized Use or is otherwise not in compliance with the terms and copy conditions of this SLA or any applicable Quotation. You agree to promptly pay directly to VORNEX the charges that VORNEX specifies in an invoice for: (a) any such information that is reasonably necessary forexcess Use, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination support for such excess Use for the lesser of the duration of such excess Use or audit reveals that RemainCo has made underpayments to SpinCotwo (2) years, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination any additional charges and other liabilities determined as a result of such verification, including VORNEX’s reasonable expenses related to the audit or audit reveals that RemainCo has made overpayments to SpinCothe collection of overdue payments, SpinCo (late fees, interest or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct any other charges for such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Reportunauthorized Use. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCoaudit results in a finding of material breach of the confidentiality provisions of this SLA, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described VORNEX reserves the right to immediately terminate this SLA in accordance with the provisions of Section 11.610.3(b).

Audit. Pulmatrix shall maintain complete and accurate Financial Records of the sales of Licensed Products and calculation of corresponding royalties in sufficient detail to permit RespiVert to confirm the accuracy of Pulmatrix’s Financial records related to the royalty calculations and calculation of Net Sales. Financial Records under this Agreement shall be open during reasonable business hours upon reasonable advance notice for a period of four (a4) During Calendar Years. for examination. Upon the Term and for three (3) years thereafter, SpinCo shall have the right, at any time (written request of ▇▇▇▇▇▇▇▇▇ but not more often than once per calendar each year, unless at RespiVert’s expense, Pulmatrix shall permit an audit reveals an understatement in such year), independent public accounting firm of national prominence selected by RespiVert and acceptable to Pulmatrix to have access during normal business hours upon reasonable advance notice to RemainCo, to have an independent third party examine all books, those records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance Pulmatrix as may be reasonably requested necessary for the sole purpose of verifying the accuracy of the Net Sales report, the royalty calculation and Sales Milestones conducted by such independent third party related Pulmatrix pursuant to this Agreement. (a) Pulmatrix shall include in each sublicense or Commercialization Agreement entered into by it pursuant to this Agreement, a provision requiring, among others, the Sublicensee or Commercialization partner to keep and maintain adequate financial records pursuant to such auditsublicense or Commercialization Agreement and to grant access to such records by the aforementioned independent public accountant for the reasons specified in this Agreement. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCoThe report prepared by such independent public accounting firm, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, a copy of which shall be calculated sent or otherwise provided to Pulmatrix by such independent public accountant at the same time as it is sent or otherwise provided to RespiVert, shall contain the conclusions of such independent public accountant regarding the audit and accrue as described in Section 11.6. If RemainCowill specify whether the amounts paid to RespiVert pursuant thereto were correct or, in good faith, disputes that there was an underpaymentif incorrect, the Parties shall review amount of any underpayment or overpayment, and the books and records in a cooperative manner in an attempt to resolve any discrepancybasis for such finding. (c) If an examination such independent public accounting firm’s report shows any underpayment, Pulmatrix shall remit or audit reveals that RemainCo has made overpayments shall cause its Sublicensees or Commercialization partners to SpinCoremit to RespiVert within 30 days after Pulmatrix’s receipt of such report, SpinCo (or its designeei) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo mayof such underpayment with interest due and (ii) if such underpayment exceeds five percent (5%) of the total amount owed for the Calendar Year then being audited, at its optionthe reasonable and necessary fees and expenses of such independent public accountant performing the audit, deduct such amount from future Royalty payments made pursuant subject to Section 11.5, noting such offset in the accompanying Royalty Reportreasonable substantiation thereof. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing independent public accounting firm’s report shows any overpayment, Pulmatrix shall receive a credit equal to such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6against the royalty otherwise payable to RespiVert.

Audit. (a) During In order to verify compliance with the terms of this ----- Agreement and the use of Software Products by Company and its Customers and Sublicensees, during the Term and for three two (32) years thereafter, SpinCo Microsoft may audit Company's relevant books and records and/or inspect Company's facilities, data center(s) and procedures. Any audit and/or inspection shall have the rightbe conducted during regular business hours at Company's facilities, with at any time (but not more than once per calendar year, unless an audit reveals an understatement in such year), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo for the least five (5) years preceding days prior notice, and in such examination a manner as not to interfere unreasonably with the operations of the Company. At Microsoft's sole discretion, an audit may be conducted by an independent certified public accountant selected by Microsoft (other than on a contingent fee basis). If Microsoft so chooses, it will enter into a non-disclosure agreement with the independent public accountant performing the audit that relate will obligate such independent public accountant to hold in confidence any of Company's confidential information, including any unrelated financial, business and technical information observed in the course of the audit, Company agrees to provide Microsoft's designated audit or inspection team access to the calculation relevant Company records and facilities, If any material unlicensed use of Software Products is disclosed during an audit, Company shall promptly acquire sufficient Licenses to cover all unlicensed use disclosed by any such audit; and Company shall pay to Microsoft an amount equal to: (i) the reasonable expenses incurred in conducting such audit; plus (ii) an additional License fee of fifteen percent (15%) of the Royalty or price stated in the Minimum Annual Royalty Shortfall (if anythen current Price List for each of the required Licenses. If an audit discloses any material unlicensed use of a Software Product by a Customer, it shall be presumed that such unlicensed use began upon commencement of such Customer's relationship with Company, unless Company's records reasonably demonstrate that such unlicensed use was limited in scope and duration. For purposes of this Section 6(b), "material unlicensed use of Software Products" shall exist if, upon audit, it is determined that, with respect to any Software Product the Company has Licenses for fewer than ninety-five percent (95%) of the access rights provided to Customers that are disclosed by the audit. Microsoft shall use the information obtained or observed in the audit solely for the purposes of (x) determining whether the Company has been obtaining sufficient Licenses for the Software Products it is using and other amounts payable has otherwise complied with the terms of this Agreement, (y) enforcing its rights under this Agreement where the calculation of such amount depends on information provided by RemainCoand any applicable laws, and copy (z) determining if Company has accurately reported Customer information to Microsoft. Microsoft will hold all such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such auditin confidence. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. (a) During the Term and for three (3) years thereafter, SpinCo Angion shall have the right, at any time (but its own expense and not more than once per in any four consecutive calendar year, unless an audit reveals an understatement in such yearquarters during the term of this Agreement (except for one (1) post- termination audit), upon reasonable advance notice to RemainCo, to have an independent third party examine all booksindependent, certified public accountant, selected by Angion and reasonably acceptable to Ohr, review the records of Ohr, its Affiliates and accounts of RemainCo for sublicensees, in the five location(s) where such records are maintained by Ohr upon reasonable notice (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-no less than forty five (45) days after prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments required and made under this Agreement. The independent public accountants selected by Angion and agreed to by Ohr will be required to sign Ohr’s confidential disclosure agreement prior to performing any audit procedures or receiving documentation evidencing any information from Ohr. The report and communication of such overpayment reasonably requested accountant shall be limited to a certificate stating whether any report made or payment submitted by SpinCoOhr during such period is accurate or inaccurate and the amount of any payment discrepancy, SpinCo regardless if the discrepancy is favorable or unfavorable to Angion. Ohr shall receive a copy of each such report concurrently with receipt by Angion. Should the inspection lead to the discovery of a discrepancy to Angion’s detriment, Ohr shall pay interest on the amount of the discrepancy (without interest) within thirty (30) days of Ohr’s agreement with the findings of the inspection. Should the inspection lead to the discovery of a discrepancy to Ohr’s detriment, Ohr will have the right to deduct such overpaid amountamount (without interest) from any future royalty payment obligations; to the extent that no or insufficient future royalty obligations are due to Angion, Angion agrees to pay such amount to Ohr within thirty (30) days of receiving an invoice from Angion. Angion shall pay the full cost of the inspection unless the discrepancy is greater than five percent (5%) to Angion’s detriment, in which case Ohr shall be calculated and accrue as described in Section 11.6pay the reasonable cost charged by such accountant for such inspection.

Audit. (a) During Subcontractor shall, at all times during the Term term of this Subcontract and for three (3) years thereafter, SpinCo shall have a period that extends beyond the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement in such year), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts term of RemainCo the Subcontract for the five (5) years preceding following the expiration or termination of this Subcontract, or for such examination longer period as the Prime Contract and/or Task Order, attached hereto as Exhibits A and B, respectively, may require, whichever is longer, maintain all records pertaining to this Subcontract, together with any supporting or underlying documents and materials. The Subcontractor shall, at a reasonable time requested by Contactor, whether during or after completion of this Subcontract and at Subcontractor’s own expense, make such records available for inspection and audit (including copies and extracts of records as required) by Contractor. Such records shall be made available to Contractor during normal business hours at the Subcontractor’s office or place of business, provided Subcontractor has been given a five (5) day prior, written notice. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for both parties. Subcontractor shall ensure Contractor has these rights with Subcontractor’s employees, agents, assigns, successors, and sub-Subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Subcontractor and any sub-Subcontractors to the extent that those subcontracts or agreements relate to the calculation fulfillment of the Royalty or Subcontractor’s obligations to CONTRACTOR. Costs of any audits conducted under the Minimum Annual Royalty Shortfall (if any), authority of this right to audit by Contractor and other amounts payable under this Agreement where not addressed elsewhere will be borne by Contractor unless certain exemption criteria are met. If the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party audit discovers substantive findings related to fraud, misrepresentation, or non-performance, Contractor may recoup the costs of the audit work from the Subcontractor; provided, that the parties recognize that this shall not be the exclusive remedy for any such audit. (b) If an examination finding. Any adjustments and/or payments that must be made as a result of any such audit or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand inspection of the amount underpaid plus interest, which Subcontractor’s invoices and/or records shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in made within a cooperative manner in an attempt reasonable amount of time (not to resolve any discrepancyexceed 90 days) from presentation of Contractor’s findings to Subcontractor. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. (a) During At the Term request of Sanofi, Licensee shall, and for three (3) years thereaftershall cause its Affiliates to, SpinCo shall have the rightpermit an independent certified public accountant retained by Sanofi and reasonably acceptable to Licensee, during regular business hours and upon at any time (but not more than once per calendar year, unless an audit reveals an understatement in such year), upon reasonable advance notice to RemainColeast [***] written notice, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records maintained pursuant to Section 6.10. Licensee will conduct similar audits of its Sublicensees at Sanofi’s request and expense. Such audits may not (a) be conducted for any Calendar Quarter more than [***] after the end of such Calendar Quarter, (b) be conducted more than once in any twelve (12)-month period (unless a cooperative manner in previous audit during such twelve (12)-month period revealed an attempt underpayment with respect to resolve any discrepancy. such period or Licensee restates or revises such books and records for such twelve (12)-month period), or (c) If an examination be repeated for any Calendar Quarter. The accountant shall disclose to Sanofi only whether there was a discrepancy in any royalty report and if so, the amount of the discrepancy and any overpayment or underpayment. Except as provided below, the cost of any audit shall be borne by Sanofi, unless the audit reveals that RemainCo has made overpayments to SpinCoa variance of more than [***]% from the reported amounts for the audited period, SpinCo (or its designee) in which case Licensee shall promptly pay to RemainCo (or its designee) upon demand bear Sanofi’s reasonable out-of-pocket costs of the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made audit. Unless disputed pursuant to Section 11.56.12, noting if such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo audit concludes that additional payments were owed or that excess payments were made during such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCoperiod, SpinCo Licensee shall pay the additional amounts, with interest on such overpaid amount, which shall be calculated and accrue from the date originally due as described provided in Section 11.66.9, within [***] after the date on which such audit is completed and the conclusions thereof are notified to the Parties, or Licensee shall deduct such excess payments from future payments owed Sanofi, as the case may be.

Audit. Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant (ai) During pays to Landlord when due the Term and for three (3) years thereafter, SpinCo shall have the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement amount set forth in such year)Statement, upon reasonable advance without prejudice to Tenant's right to audit such Statement, and (ii) within sixty (60) days after such Statement is delivered, sends a written notice to RemainCoLandlord objecting to such Statement, specifying the reasons for such objection and stating that Tenant will audit the records concerning the items objected to have an independent third party examine by Tenant. Tenant and all booksauditors, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any)representatives, contractors, agents, and other amounts payable third parties involved on behalf of Tenant in any review, audit or dispute concerning Expenses or Taxes shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review. Tenant agrees that Tenant will not employ, in connection with any review, audit or dispute under this Agreement where Lease, any person or entity who is to be compensated in whole or in part, on a contingency fee basis. If Tenant satisfies the calculation of such amount depends on information provided by RemainCoforegoing conditions precedent, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as then Tenant may be reasonably requested by such independent third party related to such audit. (b) If an examination review or audit reveals that RemainCo has made underpayments to SpinCothe Expenses or Taxes (as applicable) for the subject calendar year or Fiscal Year, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6applicable. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt parties are unable to resolve any discrepancy. dispute as to the correctness of such Statement within thirty (c30) If an examination days following the review or audit reveals performed by Tenant, then either party may refer the issues raised by such review or audit to a nationally recognized public accounting firm selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. If said accountants shall determine that RemainCo has Tenant shall have made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand any payment in excess of the amount overpaid or RemainCo mayproperly due hereunder, at its option, deduct such excess amount from future Royalty payments made pursuant shall be refunded to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount Tenant by Landlord within forty-five thirty (4530) days after receiving documentation evidencing said accountants shall have rendered their decision and if such overpayment reasonably requested accountants shall determine that Tenant shall have underpaid the amount properly due hereunder such under-payment shall be paid by SpinCo, SpinCo Tenant to Landlord within thirty (30) days after said accountants shall have rendered their decision. Tenant shall pay interest on the fees and expenses relating to such overpaid amountprocedure, unless such accountants determine that Landlord overstated Expenses or Taxes by more than five percent (5%) for such calendar year or Fiscal Year, as applicable, in which case Landlord shall be calculated pay the reasonable out-of-pocket fees and accrue expenses incurred by Tenant. Except as described provided in this Section 11.64.5, Tenant shall have no right whatsoever to dispute by judicial proceeding or otherwise the accuracy of any Statement.

Audit. (a) During CKD and its Affiliates and Sublicensees shall keep complete and accurate records of the Term underlying revenue and expense data relating to the calculations of Net Sales, COGS and payments required under this Agreement for three (3) years thereafter, SpinCo from the end of the calendar quarter in which the Net Sales were accrued. Cara shall have the right, at any time (but not its own expense and no more than once per calendar year, unless an audit reveals an understatement in such year), upon reasonable advance notice to RemainCo[*], to have an independent third party examine independent, certified public accountant, selected by Cara and reasonably acceptable to CKD, review all bookssuch records upon reasonable notice and during regular business hours and under obligations of strict confidence, records and accounts of RemainCo for the five (5) years preceding such examination that relate to sole purpose of verifying the calculation basis and accuracy of the Royalty or the Minimum Annual Royalty Shortfall (if any), payments required and other amounts payable made under this Agreement where within the calculation of such amount depends on information provided by RemainCoprior thirty-six (36) month period. No calendar quarter may be audited more than one time. Notwithstanding the foregoing, in the event that CKD restates its earnings, and copy such information that is reasonably necessary forrestatement would impact the royalty due to Cara for any period(s) previously audited, or CKD revises a report or makes a further payment for a period for which a report or payment was previously provided or due to Cara under Section 5.5, which report or payment reflects a material change in the amount of royalties due for the prior period and relevant toCara has previously audited such period, then Cara shall have the right to re-audit the affected time period(s) solely with respect to verifying the effect, if any, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related restatement or revision has on royalties due with respect to such audit. (b) If an examination or period(s). CKD shall receive a copy of each audit reveals that RemainCo has made underpayments report promptly from Cara. Should the inspection lead to SpinCothe discovery of a discrepancy to Cara’s detriment, RemainCo (or its designee) CKD shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, of the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. discrepancy within thirty (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (4530) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo being notified thereof. Cara shall pay interest on the full cost of the inspection unless the discrepancy is greater than [*], in which case CKD shall pay to Cara the actual cost charged by such overpaid amount, which shall be calculated and accrue as described in Section 11.6accountant for such inspection.

Audit. (a) During Upon the written request of Nastech and not more than once in each Calendar Year, Amylin shall permit an independent certified public accounting firm of nationally recognized standing selected by Nastech and reasonably acceptable to Amylin, at Nastech's expense, to have access during normal business hours to such records of Amylin as may be reasonably necessary to verify the accuracy of the royalty reports hereunder. Such request may be made from time to time during the Term and for three (3) up to [***] years thereafterfollowing the Term, SpinCo but Nastech shall have the right, at not be allowed to audit any time (but not records for any single Calendar Year period more than once per calendar yearabsent a demonstration of a reasonable basis therefor. The accounting firm shall disclose to Nastech only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Nastech. If such accounting firm correctly identifies a discrepancy made during such period, unless Amylin shall pay Nastech the amount of the discrepancy within [***] of the date that the Nastech delivers to Amylin such accounting firm's written report so correctly concluding, or as otherwise agreed upon by the parties. The fees charged by such accounting firm shall be paid by Nastech; [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH A SERIES OF THREE ASTERISKS IN BRACKETS [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] provided, however, that if an audit reveals uncovers an understatement in such yearunderpayment of royalties by Amylin by more than five percent (5%), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo for then the five (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation fees of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which accounting firm shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancypaid by Amylin. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. (a) During the Term and for three (3) years thereafter, SpinCo shall have the right, at any time (but Upon Tenant’s written request given not more than once per calendar year, unless an audit reveals an understatement in such year), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo for the five one hundred eighty (5) years preceding such examination that relate to the calculation of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45180) days after receiving Tenant’s receipt of a statement provided by Landlord in connection with Tenant’s Share for a particular year, and provided that Tenant is not then in default under this Lease beyond the applicable notice and cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or not the same is the subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation evidencing in connection with said Expenses and Taxes as Tenant may reasonably request (provided, however, that with respect to Taxes, Landlord shall only be required to deliver the applicable tax ▇▇▇▇ as supporting documentation). Landlord shall provide said documentation to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of such overpayment documentation by Tenant (the “Audit Period”), if Tenant disputes the amount of Expenses and/or Taxes set forth in a statement, an independent certified public accountant (which accountant (i) is a member of a nationally or regionally recognized certified public accounting firm which has previous experience in auditing financial operating records of landlords of office buildings, and (ii) is not working on a contingency fee basis [i.e., Tenant must be billed based on the actual time and materials that are incurred by the certified public accounting firm in the performance of the audit], and (iii) is reasonably requested acceptable to Landlord, designated and paid for by SpinCoTenant, SpinCo may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records (which may include, to the extent reasonably necessary, making copies thereof, at Tenant’s sole cost and expense) with respect to such statement at Landlord’s corporate offices, provided that (A) Tenant is not then in default under this Lease (beyond the applicable notice and cure periods provided under this Lease), (B) Tenant has paid all amounts required to be paid under the applicable statement, and (C) a copy of the audit agreement between Tenant and its particular certified public accounting firm has been delivered to Landlord prior to the commencement of the audit. In connection with such audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a commercially reasonable confidentiality agreement regarding such audit (which confidentiality agreement shall include an obligation for Tenant to maintain the confidentiality of any copies of Landlord’s records made by Tenant pursuant to this Paragraph 4.F) upon Landlord’s request. Any audit report prepared by Tenant’s certified public accounting firm shall be delivered concurrently to Landlord and Tenant within the Audit Period. Tenant’s failure to audit the amount of Expenses and/or Taxes set forth in any such statement within the Audit Period shall be deemed to be Tenant’s approval of such statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such statement. If after such audit, Landlord disputes the results of Tenant’s audit, an additional audit to determine the proper amount shall be made by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval. Such Accountant shall be a member of a nationally or regionally recognized certified public accounting firm which has previous experience in auditing financial operating records of landlords of office buildings, and shall not work on a contingency fee basis. If, following such audit by the Accountant, it is determined that Tenant’s audit overstated or understated the amount of Expenses and Taxes for the Building for the year in question by more than four percent (4%), Tenant shall pay interest on Landlord for all costs incurred by Landlord in connection with such overpaid amountaudit by the Accountant within thirty (30) days after Landlord’s demand therefor. If it is finally determined that Expenses and Taxes for the year in question are less than reported, which Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if it is finally determined that Expenses and Taxes for the year in question are greater than reported, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days of such determination. Tenant hereby acknowledges that Tenant’s sole right to audit Landlord’s records and to contest the amount of Expenses and Taxes payable by Tenant shall be calculated as set forth in this Paragraph 4.F, and accrue as described Tenant hereby waives any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of Expenses and Taxes payable by Tenant. Notwithstanding any contrary provision hereof, Landlord shall not be required to deliver or make available to Tenant records relating to the Base Year, and Tenant may not object to Expenses and Taxes for the Base Year, other than in Section 11.6.connection with the first review for a calendar year performed by Tenant pursuant to this Paragraph 4.F.

Audit. (a) During To validate Bayer’s compliance with its obligations under or in connection with this Agreement, Recursion may, during the Term course of this Agreement and for three (3) years thereafter[***] after expiration or termination of this Agreement, SpinCo shall have the rightappoint auditors, at any Recursion’s expense (except as otherwise contemplated below), to carry out an audit of Bayer’s records from time (but to time on behalf of Recursion. The auditors selected by Recursion shall be subject to acceptance by Bayer, such acceptance not to be unreasonably withheld. Audits may be undertaken subject to the following conditions: I. Any such audits shall be undertaken by an independent certified public accountant; II. Any such audits shall be conducted during regular business hours at Bayer’s premises upon [***] days’ prior written notice by Recursion and shall not interfere unreasonably with Bayer’s business activities; III. The auditor may inspect records for up to two years after the end of the period to which they pertain; IV. Audits may not take place more than once per calendar yearCalendar Year and no period may be audited more than once; V. Prior to the audit taking place, unless auditor shall undertake to Bayer that they shall keep all information confidential and shall not disclose any information (except as set forth in VI) to any Third Party including Recursion; VI. Details of the auditor’s findings (including, for the avoidance of doubt, monetary values and supporting calculations) shall not be shared with Recursion except in the form of a summary report and, in the event the auditor finds any incorrect payments, details required to explain such discrepancies. In any event, the results shall be communicated to Bayer before being shared with Recursion. Bayer shall be given a period of [***] Business Days to review and respond to the auditor’s findings before the summary report may be provided to Recursion, such reports to include Bayer’s response to the findings; VII. The auditor shall not be permitted to include any extrapolation calculations in the calculation of amounts underpaid to Recursion; if the auditor wants to base the audit assessment on a selection of samples, the auditor shall use a reasonable and appropriate approach to ensure that the outcome of a calculation based on such samples results in a comprehensible and reliable outcome. Such approach shall be discussed and agreed upon between the auditor and Bayer, beforehand. VIII. If an audit reveals that Bayer has underpaid royalties due, Recursion may invoice Bayer for the underpaid amount; if the audit reveals that Bayer has overpaid royalties due, Recursion shall credit Bayer for the overpaid amount; IX. If an audit reveals an understatement underpayment in such year), upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts excess of RemainCo [***] percent ([***]%) of the fees for the five period subject to review by Recursion, then Bayer shall pay the reasonable costs of Recursion in conducting the audit (5) years preceding such examination that relate to including the calculation reasonable costs of the Royalty or auditors) within [***] days of Recursion notifying Bayer that the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such auditaudit has been completed. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancy. (c) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described in Section 11.6.

Audit. (a) A. During the Term term of this Agreement and for three a period of two (32) years thereafter, SpinCo shall have the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement in such year)Nasdaq may, upon reasonable advance notice to RemainCo, to have an independent third party examine all books, records and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation days’ notice, audit Subscriber’s use of the Royalty Services and Authorized Devices in order to: (i) confirm Subscriber’s compliance with this Agreement, the Nasdaq Requirements, and Applicable Law; or (ii) establish and verify pricing eligibility. For purposes of conducting any such audit, Subscriber shall grant, during Subscriber’s normal business hours, Nasdaq access to its facilities, offices, and equipment, including at any locations where the Minimum Annual Royalty Shortfall Services are accessed or any Authorized Devices are located, and shall make available to Nasdaq its appropriate employees, agents, and representatives. Nasdaq’s employees, agents and representatives shall comply with Subscriber’s reasonable security requirements provided in advance in writing while located at Subscriber’s premises. Nasdaq shall be entitled to audit Subscriber pursuant to this Section 7.A once during any consecutive twelve (12) month period, provided, that Nasdaq may conduct an additional audit during such period in the event that an audit reveals noncompliance with this Agreement, the Nasdaq Requirements or Applicable Law. B. If, as a result of any such audit, Nasdaq determines that Subscriber has without authorization diverted, repackaged, or disseminated data from the Services, Nasdaq shall have the right to (i) disable all unauthorized accounts, users, and login information, if anysuch unauthorized accounts, users, and login information is not authorized by Subscriber for use of the Services within five (5) days of receipt of written notice thereof from Nasdaq (email to suffice), and other amounts payable under this Agreement where (ii) retroactively ▇▇▇▇ Subscriber for the calculation appropriate amount that Subscriber should have paid. C. If, as a result of any such an audit, Nasdaq determines that any payments made by Subscriber were made at a price that Subscriber was not eligible to receive at the time of such amount depends on information provided by RemainCopayment, and copy such information Nasdaq shall have the right to charge Subscriber retroactively for the appropriate price at the rate that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such auditwas in effect at the time the Services were accessed and/or provided. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) D. Subscriber shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interestany additional amounts assessed by Nasdaq as a result of any such audit, which amounts shall be calculated and accrue as described paid in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, accordance with the Parties shall review the books and records in a cooperative manner in an attempt to resolve any discrepancyterms of this Agreement. E. Notwithstanding Section 10, Nasdaq shall have the right to disclose the audit findings to the extent that: (ci) If an examination or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments made pursuant to Section 11.5, noting such offset findings are used in the accompanying Royalty Report. If SpinCo aggregate with other information and such aggregation does not pay RemainCo such overpaid amount within forty-five specifically identify Subscriber; and (45ii) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which shall be calculated and accrue as described Nasdaq needs to disclose the findings in Section 11.6order to enforce its rights under this Agreement.

Audit. (a) During the Term and for three (3) years thereafter, SpinCo A party shall have the right, at any time (but not more than once per calendar year, unless an audit reveals an understatement in such year)its own expense, upon reasonable advance notice to RemainCoand at reasonable times, to have an independent third party examine all booksexamine, records audit, and accounts of RemainCo for the five (5) years preceding such examination that relate to the calculation obtain copies of the Royalty or the Minimum Annual Royalty Shortfall (if any), and other amounts payable under this Agreement where the calculation relevant portion of such amount depends on information provided by RemainCo, and copy such information that is reasonably necessary for, and relevant to, such audit. RemainCo shall provide such other assistance as may be reasonably requested by such independent third party related to such audit. (b) If an examination or audit reveals that RemainCo has made underpayments to SpinCo, RemainCo (or its designee) shall promptly pay to SpinCo (or its designee) upon demand the amount underpaid plus interest, which shall be calculated and accrue as described in Section 11.6. If RemainCo, in good faith, disputes that there was an underpayment, the Parties shall review the books and records of the other party to the extent reasonably necessary to verify the accuracy of any statement, allocation, charge, payment, or computation made under this Agreement, provided, however, that no more than one audit may be performed in any twelve month period. The Parties reserve the right to perform site inspections or carry out field visits of the assets and related measurement being audited. This right to examine and audit shall not be available with respect to proprietary information not directly relevant to this Agreement. For the avoidance of doubt, the components of Plains’ truck rates are proprietary and shall not be subject to audit. All information that an auditor acquires shall be kept strictly confidential between the parties to this Agreement. An auditor may be required to enter into a cooperative manner in an attempt to resolve confidentiality agreement if it is deemed necessary by the party being audited. The accuracy of any discrepancy. (c) If an examination statement, allocation, charge, payment calculation or audit reveals that RemainCo has made overpayments to SpinCo, SpinCo (or its designee) shall promptly pay to RemainCo (or its designee) upon demand the amount overpaid or RemainCo may, at its option, deduct such amount from future Royalty payments determination made pursuant to Section 11.5, noting such offset in the accompanying Royalty Report. If SpinCo does not pay RemainCo such overpaid amount within forty-five (45) days after receiving documentation evidencing such overpayment reasonably requested by SpinCo, SpinCo shall pay interest on such overpaid amount, which provisions of the Agreement shall be calculated conclusively presumed to be correct after the twenty-four (24) Month period next following the end of the Year in which the statement, allocation, charge, payment calculation or determination was generated or prepared, if not challenged (claimed) in writing prior thereto. For the avoidance of doubt, all claims shall be deemed waived unless they are made in writing within the twenty-four (24) Month period next following the end of the Year in which the statement, allocation, charge, payment calculation or determination was generated or prepared. The Party subject to the Audit shall respond to all exceptions and accrue as described claims of discrepancies within ninety (90) Days of receipt thereof. The parties will negotiate in Section 11.6good faith to verify and promptly settle claims pursuant to this clause upon receipt of auditable documentation substantiating proof of claim.