Common use of Audit Clause in Contracts

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit.

Audit. Any examination permitted under Section 9.1 Landlord shall keep books and records regarding Total Operating Costs. All records shall be retained for at least three (3) years. At the request of Tenant (“Tenant’s Audit Notice”) given within one hundred eighty (180) days after Landlord delivers Landlord’s statement of Total Operating Costs with respect to any fiscal year during the Term, Tenant (at Tenant’s expense) shall have the right to examine Landlord’s books and records applicable to Total Operating Costs for such fiscal year. Such right to examine the records shall be exercisable: (i) upon reasonable advance notice to Landlord and at reasonable times during Landlord’s business hours and (ii) only during the 60-day period (the “Audit Period”) following Tenant’s Audit Notice. Landlord shall make such books and records available at Landlord’s office in Massachusetts or at the Property, or in electronically accessible form. In the event an audit of Landlord’s Total Operating Costs for such year, conducted by WAKUNAGA either a certified public accountant from a nationally-recognized accounting firm or any designee a nationally-recognized commercial real estate services firm, in either case as approved by Landlord for such purpose (including AbbViesuch approval not to be unreasonably withheld, conditioned or delayed), indicates that certain items were improperly included in Landlord’s Total Operating Costs and resulted in an overcharge to Tenant and Landlord disputes the results of said audit, then Tenant may request in writing that the disputed amount of Additional Rent for Total Operating Costs for the year in question be determined by an audit conducted by a certified public accountant reasonably selected by both parties, provided that if the parties are unable so to agree within ten (10) reasonably acceptable to MELINTAdays after receipt of Tenant’s notice, then within twenty (20) days after Tenant’s notice is given, Tenant may submit the dispute for determination by an arbitration conducted by the Boston Office of the American Arbitration Association (“AAA”) in accordance with the AAA’s commercial real estate arbitration rules. The arbitrator shall be selected by AAA and MELINTA and Sublicensees shall make their records available, during normal business hours, after be a certified public accountant with at least ten (10) years of experience in auditing Class A commercial office and laboratory buildings and who shall not be affiliated with either Landlord or Tenant and has not worked for either party or its affiliates at any time during the prior five (5) years. If the Additional Rent due as finally determined for such fiscal year is less than the Additional Rent paid by Tenant, Landlord shall credit the excess against Additional Rent next due from Tenant; Tenant may off-set the same against Additional Rent if Landlord fails to provide such credit to Tenant within fifteen (15) days’ prior written days following notice from Tenant of such overpayment. Any auditing firm retained by Tenant pursuant to MELINTA or this paragraph shall not be compensated on a contingent fee basis. Notwithstanding the Sublicenseeforegoing, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited Tenant’s request to pertinent audit Landlord’s books and records for a period shall not extend the time within which Tenant is obligated to pay the amounts shown on Landlord’s statement of Total Operating Costs, and Tenant may not make the request to audit Landlord’s books and records at any time Tenant is in default of such payments. In the event the audit determines that Tenant has been overcharged by five percent (55.0%) years prior to the date or more of the audit requestAdditional Rent due with respect to Total Operating Costs, Landlord shall pay for the cost of said audit. Before permitting In all other cases, Tenant shall pay for the cost of said audit. As a condition precedent to performing any independent accounting firm or party other than WAKUNAGA to have access to such examination of Landlord’s books and records, MELINTA may require such independent accounting firm Tenant’s examiners shall be required to execute and its personnel involved in such audit deliver to sign a confidentiality Landlord an agreement (in form and substance reasonably acceptable to MELINTA) as Landlord agreeing to keep confidential any non-public, confidential information which is that they discover about Landlord or the Building or the Property in connection with such examination and not to be provided to disclose the results of such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, examination except as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA Notwithstanding any prior approval of any shortfall. WAKUNAGA examiners by Landlord, Landlord shall bear have the full cost of right to rescind such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, approval at any time if in Landlord’s reasonable judgment the examiners have breached any confidentiality undertaking to Landlord or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged cannot provide reasonably acceptable assurances and procedures to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditmaintain confidentiality.

Audit. Any examination permitted under Section 9.1 Landlord shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTAkeep, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five at least three (53) years prior after the expiration of any calendar year for which Tenant actually paid a share of Common Expenses, accurate records and supporting documents in connection with Landlord’s annual statement of Common Expenses for such calendar year. No more than once in any calendar year, and within 90 days after receipt of any year-end statement referred to above, and so long as there exists no Default of Tenant, Tenant shall have the date right to challenge the accuracy of any Common Expenses for the audit year described in such statement, by giving Landlord notice (within such 90-day period) of any such challenge (which notice shall set forth in reasonable detail the particular instances in which Tenant believes such accounting to be in error), Landlord shall make Landlord’s invoices or supporting documents for the year in question available to Tenant and Tenant may inspect the same at Landlord’s management office at reasonable times upon Tenant’s request. Before permitting No auditor shall be compensated in any independent accounting firm or party manner that is based on the amount of any recovery, and no audit shall be made for any year other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved the year described in such the applicable statement. If any inspection or audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2.paragraph and conducted using generally accepted auditing standards reveals an overcharge, except such amounts shall be credited against amounts coming due from Tenant for Common Expenses (but Tenant shall in no event be entitled to a credit in excess of the extent necessary amount actually paid by Tenant for WAKUNAGA the period in question). If Tenant is entitled any such credit upon the expiration or early termination of this Lease, the amount of such credit shall be repaid to enforce its rights under this Agreement Tenant. If such audit or if disclosure is required by lawinspection reveals that Tenant was undercharged, Tenant shall pay the amount of the undercharge within ten (10) business days after the completion of the audit. In the event there that Tenant’s audit indicates that Tenant was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later required to pay more than thirty (30) days after MELINTA110% of Tenant’s receipt Share of the independent auditoractual Common Expenses incurred by Landlord for the calendar year in question (as indicated by Landlord’s report so correctly concluding) make payment year-end reconciliation statement), Landlord will reimburse Tenant on request for the actual and reasonable out-of-pocket cost paid by Tenant for such audit, provided that Landlord will not be required to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of reimburse Tenant more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit$2,500 hereunder.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or Provided there is no Event of Default nor any designee (including AbbVie) reasonably acceptable to MELINTAevent which, and MELINTA and Sublicensees shall make their records availablewith the passage of time and/or the giving of notice would constitute an Event of Default, during normal business hoursTenant may, after upon at least fifteen ten (1510) days’ prior written notice notice, inspect or audit Landlord’s records relating to MELINTA or Operating Costs and/or Taxes for any periods of time within the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of previous fiscal year before the audit requestor 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 perform such inspection or audit). Before permitting any independent accounting firm or party other than WAKUNAGA to have Landlord shall provide Tenant with access to such books and recordsrecords 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, MELINTA may require no audit or inspection shall extend to periods of time before the Rent Commencement Date. If Tenant fails to object to the calculation of Xxxxxx’s Share of Operating Costs and/or Taxes on the Year-End Statement within ninety (90) days after such independent accounting firm and its personnel involved in statement has been delivered to Tenant and/or fails to complete any such audit or inspection within sixty (60) days after Landlord’s records are made available to sign a confidentiality agreement (Tenant in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under accordance with this Section 9.2. The reviewing independent accounting firm will prepare and provide 5.2(g), then Tenant shall be deemed to MELINTA a written report stating whether have waived its right to object to the reports submitted, if applicable, and amounts paid or chargedcalculation of Tenant’s Share of Operating Costs and/or Taxes, as the case may be, are correct for the year in question and the calculation thereof as set forth on such statement shall be final. Tenant’s audit or incorrectinspection 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 Landlord. WAKUNAGA agrees Tenant shall pay the cost of such audit or inspection, provided, however, that if such audit discloses that Tenant has been overcharged by more than five percent (5%), Landlord shall reimburse Tenant for Tenant’s reasonable out-of pocket costs incurred in connection with such audit. Tenant may not conduct an inspection or have an audit performed more than once during any fiscal year. If such inspection or audit reveals that an error was made in the calculation of Tenant’s Share of Operating Costs or Taxes previously charged to hold Tenant, 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 (it being understood that if Tenant shall cure any such default within applicable notice and/or cure periods provided in strict confidence all information disclosed Section 20.1 below, then Tenant shall thereafter be entitled to it pursuant to this Section 9.2.take such credit), except that if such difference is determined after the end of the Term, Landlord shall refund such difference to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than Tenant within thirty (30) days after MELINTA’s receipt of such determination to the independent auditor’s report so correctly concluding) make payment extent that such difference exceeds any amounts then due from Tenant to WAKUNAGA Landlord. If such inspection or audit reveals an underpayment by Xxxxxx, then Tenant shall pay to Landlord, as additional rent hereunder, any underpayment of any shortfallsuch costs, after deducting the reasonable out of pocket costs of such inspection or audit, within thirty (30) days after such underpayment is determined. WAKUNAGA Tenant shall bear maintain the full cost 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 acceptable to Landlord, (B) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the results of such audit unless or inspection, and (C) which executes Landlord’s standard confidentiality agreement whereby it shall agree to maintain the results of such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTEDor inspection confidential. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, The provisions of this Section 5.2(g) shall survive the expiration or an overcharge by WAKUNAGA earlier termination of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditthis Lease.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or 8 (a) At its option, Landlord may at any designee time upon ten (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (1510) days’ prior written notice to MELINTA 9 Tenant, cause a complete audit (including a physical inventory) to be made by an auditor selected by 10 Landlord of the entire records and operations of Tenant and/or any subtenants, concessionaires, licensees 11 and/or assignees relating to the Premises for the period covered by any statement issued or the Sublicensee, required to be 12 issued by Tenant or a concessionaire as applicable, and such examination above set forth in Article III. Tenant shall take place make available to 13 Landlord's auditor at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to Premises or at Tenant's principal business office in the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and recordsUnited States, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than within 14 thirty (30) days after MELINTA’s receipt following Xxxxxxxx's notice requiring such audit, all of the independent auditorbooks, source documents, 15 accounts, records and sales tax reports of Tenant and any of its concessionaires which such auditor deems 16 necessary or desirable for the purpose of making such audit, including Tenant’s report so correctly concluding) make payment to WAKUNAGA of any shortfallstate and federal income 17 tax returns. WAKUNAGA shall bear the full cost of If such audit unless discloses that Tenant's Gross Sales as previously reported for the period audited 18 were understated, Tenant shall immediately pay to Landlord the additional percentage rental due for the 19 period audited. Further, if such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA understatement was in excess of more than three percent (3%) of Tenant's actual 20 Gross Sales as disclosed by such audit, Tenant shall immediately pay to Landlord the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit, 21 and if such understatement was in excess of ten percent (10%) of Tenant's Gross Sales as disclosed by 22 such audit, Landlord may declare this Lease terminated and the Term ended, in which event this Lease 23 shall cease and terminate on the date specified in such notice (which notice shall be no less than thirty 24 (30) days) with the same force and effect as though the date set forth in such notice were the date set forth 25 in this Lease for expiration of the Term, and Tenant shall vacate and surrender the Premises on or before 26 such date in the condition required by this Lease for surrender upon the expiration of the Term.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or (a) At its option, Lessor may at any designee time, upon ten (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (1510) days’ , prior written notice to MELINTA or Lessee, arrange for an auditor selected by Lessor to conduct a complete audit (including a physical inventory) of the Sublicensee, as applicable, entire records and such examination operations of Lessee and Sub-lessee included in Gross Revenues from the Property during the period covered by any statement issued by Lessee. Lessee shall take place make available to the Lessor's auditor at the facility where Property or Lessee's main accounting office on the day set forth in Lessor's notice, requiring such records are maintained. Each such examination shall be limited to pertinent books 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 a period the purpose of five (5) years prior making such audit. Lessee shall promptly pay to Lessor the date amount of the audit requestany deficiency in Percentage Rent payments disclosed by any such audit. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in If such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which shall disclose that Lessee's statement of Gross Revenues is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except at variance to the extent necessary for WAKUNAGA of five percent (5%) or more, Lessor may xxxx to enforce its rights under this Agreement or if disclosure is required Lessee the cost of such audit, which shall be paid by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than Lessee within thirty (30) days after MELINTA’s Lessee's receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfallLessor's invoice. WAKUNAGA shall bear the full cost of If such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA shall disclose that Lessee's statement of more than three Gross Revenues is at variance to the extent of ten percent (310%) of the aggregate amount due WAKUNAGA or charged to MELINTAmore, respectivelythen Lessor, in any twelve addition to the foregoing remedy and other remedies available to Lessor, shall have the option, upon Lessee's failure to pay such additional sums within thirty (1230) month perioddays after written notice to the Lessee, to declare this Lease terminated and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)the Lease Term ended, in which caseevent 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, MELINTA and Lessee shall bear vacate and surrender the full cost Property but shall 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, 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 Lessee's auditor and Lessor's auditor shall schedule a date for an audit of Lessee's records in accordance with this Section 4.7, and Lessee shall fail to be available or shall otherwise fail to comply with the requirements for such audit, Lessee shall pay all costs and expenses associated with the canceled audit.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or At its option, Landlord may at any designee (including AbbVie) reasonably acceptable to MELINTAtime, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) upon A.~~\';) days’ ' prior written notice to MELINTA Tenant, arrange for an auditor selected by Landlord to conduct a complete audit (including a physical inventory) of the entire records and operations of Tenant and/or any concessionaire concerning business transacted upon or includable in Gross Sales from the Sublicensee, leased premises during the period covered by any statement issued by Tenant or a concessionaire as applicable, and such examination above set forth in Article III. Tenant shall take place make available to Landlord's auditor at the facility where leased premises (or at Tenant's corporate headquarters, if elected by ~ within ~ days following Landlord's notice requiring such records are maintained. Each such examination shall be limited to pertinent books audit, all of the books, source documents, accounts and records referred to in Section 3.01 of this Lease and any other materials which such auditor deems necessary or desirable for a period the purpose of five (5) years prior making such audit. Tenant shall promptly pay to Landlord the date amount of the audit requestany deficiency in percentage rent payments disclosed by any such audit. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in If such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which shall disclose that Tenant's statement of Gross Sales is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except ~ to the extent necessary of "~p~-ti..~,'1~) or more, Landlord may bill to Tenant the amount of any dxxxxiency and the cost of such audit, which shall be paid by Tenant within ten (10) days after Tenant's receipt of Landlord's invoice; in the event Tenant fails to pay such discrepancy and costs, Landlord may terminate this Lease as set forth below and/or shall have such other rights and remedies as may be provided herein or at law arising by virtue of Tenant's failure to pay rent. If such audit shall disclose that Tenant's statement of Gross Sales is ~ to the extent of or more then Landlord. 4n addition to the foregoing remedy and other remedies available to Landlord, shall have the option, upon at least ten (10) days' notice to Tenant, to declare this Lease terminated and the 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 WAKUNAGA the expiration of the term, and Tenant shall vacate and surrender the leased premises but shall remain liable for all obligations arising during the balance of the original stated term as provided in this Lease. In addition to enforce its rights under the foregoing, and in addition to all other remedies available to Landlord, in the event Landlord or Landlord's auditor shall schedule a date for an audit of Tenant's records in accordance with this Agreement Section, and Tenant shall fail to be available or if disclosure is required shall otherwise fail to comply with the requirements for such audit, Tenant shall pay all costs and expenses associated In addition to all other remedies available to Landlord, in the event that any such audit shall disclose that Tenant's records and other documents as referred to in Articles III and IV hereof and such other materials provided by lawTenant to Landlord's auditor are inadequate, in the opinion ~ Landlord's auditor to accurately disclose Tenant's Gross Sales, then Landlord shall be entitled to collect as additional rent from Tenant an amount equal to fifteen percent (15%) of the highest Effective Rent (minimum rent plus percentage rent) payable by Tenant in any of the three (3) preceding lease years. Landlord's exercise of the foregoing remedy shall in no way limit or otherwise affect Landlord's ability to exercise other remedies available to it, nor shall Tenant's obligations pursuant to the terms, covenants and conditions of this Lease (including, without limitation, Tenant's obligation with respect to reporting Gross Sales and payment of percentage rent) be in any manner reduced or diminished by the exercise of such remedy. In the event there was an underpayment by MELINTAthat Tenant shall, hereunderfollowing the exercise of such remedy, provide to Landlord all records and documentation as required to be provided pursuant to the terms of this Lease so as to permit Landlord's auditor to accurately establish Tenant's Gross Sales for the period in question, then MELINTA Tenant shall promptly (but be permitted a credit with respect to any amount of additional rent collected by Landlord from Tenant pursuant to this paragraph, with such credit to be applied first against the installment of percentage rent due from Tenant for the period in no event later than thirty (30) days after MELINTA’s receipt question, with any remaining credit to be applied against the next installment of percentage rent payable by Tenant. Neither the independent auditor’s report so correctly concluding) make payment provisions of this Section 4.02 nor any other provisions in this Lease shall restrict Landlord's rights to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, discovery in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditlitigation or arbitration proceeding.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA During the Term and continuing until the date six (6) months following the date of expiration or any designee earlier termination of this Agreement, Blockbuster agrees that Fox, with twenty-four (including AbbVie24) reasonably acceptable to MELINTAhours advance written notice, and MELINTA and Sublicensees shall make their records availablemay conduct, during normal business hours, after at least fifteen : (15a) days’ prior written notice a reasonable number of audits per year of Blockbuster's business operations and records relating to MELINTA or the Sublicensee, as applicable, and such examination shall take place performance under this Agreement at the facility where such Blockbuster Headquarters; and (b) a reasonable number of audits per year, to be conducted Monday through Wednesday only, of business operations and records are maintainedat Participating Stores, solely pertaining to the Copies leased by Blockbuster pursuant to ---------- * Confidential material omitted and separately filed with the Commission under an application for confidential treatment. Each such examination this Agreement and limited to the information specified in Section 7 of Exhibit C. Any additional audit request of information not provided for above including, without limitation, any audit of Bad Debt or Promotional and Operational Credits shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit requestperformed by Blockbuster's certified public accountant on an annual basis. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it Any audits conducted pursuant to this Section 9.2.section shall relate to Blockbuster's compliance with the terms of this Agreement and shall not unreasonably interfere with Blockbuster's daily business operations. Within six (6) business days following Fox's or its designee's reasonable request, except Blockbuster shall deliver to Fox or its designee (including an on-site auditor for either) a list of every Rental Picture, Copies of which are leased to Blockbuster under this Agreement, the number and location of each Copy of each Rental Picture in each Participating Store and in the Distribution Center, and, if such Copy is rented to a consumer, the Participating Store from which such Copy was rented. Fox agrees that the data and other information collected by Fox may be used by Fox only in connection with such audits to fulfill Fox's commitments under this Agreement. If any such audit establishes a material breach of this Agreement, Blockbuster shall promptly pay any deficiency (to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear disputed) and the full reasonable cost of to conduct such audit.

Audit. Any examination permitted under Section 9.1 MITSUBISHI shall keep and shall cause to be conducted kept accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by WAKUNAGA or VERTEX. Upon the written request of VERTEX, at VERTEX’s expense and not more than once in any designee (including AbbVie) reasonably acceptable to MELINTAcalendar year, MITSUBISHI shall permit an independent accountant of national prominence selected by VERTEX, and MELINTA and Sublicensees shall make their records availableapproved by MITSUBISHI, to have access during normal business hourshours 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, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period in respect of five (5) years any calendar year ending not more [***] prior to the date of the audit requestsuch notice. Before permitting Such accountant shall not disclose any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved information except that which should properly be contained in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit sales report required under this Section 9.2Agreement. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold MITSUBISHI shall include in strict confidence all information disclosed to 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 Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. reasons specified in this Section 9.2.6.5. Upon the expiration of three (3) years following the end of any calendar year, except the calculation of amounts payable with respect to such calendar year, unless 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. The report prepared by such independent accountant, a copy of which shall be sent or otherwise provided to MITSUBISHI by such independent accountant at the extent necessary for WAKUNAGA same time it is sent or otherwise provided to enforce VERTEX, shall contain the conclusions of such independent accountant regarding the audit and will specify that the amounts paid to VERTEX pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If such independent accountant’s report shows any underpayment, MITSUBISHI shall remit or shall cause its rights under this Agreement Affiliates or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than sublicensees to remit to VERTEX within thirty (30) days after MELINTA’s MITSUBISHI’ receipt of such report, (i) the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost amount of such audit unless underpayment and (ii) if such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three underpayment exceeds five percent (35%) of the aggregate total amount due WAKUNAGA or charged to MELINTAowed for the calendar year then being audited, respectively, in any twelve (12) month period, the reasonable and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost necessary fees and expenses of such independent accountant performing the audit, subject to reasonable substantiation thereof. Any overpayments shall be 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 that VERTEX shall retain and cause its accountant to retain all such information in confidence.

Audit. Any examination permitted under Section 9.1 Within one hundred and eighty (180) days after receipt of any Landlord’s Expense Statement or Landlord’s Tax Statement from Landlord, Tenant shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable have the right to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent examine Landlord’s books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access relating to such Landlord’s Expense Statement and Landlord’s Tax Statement (provided, however, that without initiating an audit of Landlord’s books and records, MELINTA upon Tenant’s request Landlord shall provide Tenant with reasonable back-up documentation for any material line item shown on the Landlord’s Expense Statement). Landlord agrees to keep and maintain such books and records utilizing a system of accounts in accordance with the Accounting Standard, and for so long as 000 Xxxxxxxx Xxxxxx Owner, LLC is the Landlord, such books and records shall be available for audit pursuant to this provision in the greater San Francisco Bay Area. Such inspection may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such made either by employees of Tenant or by an accounting firm or audit firm selected by Tenant which is accustomed to engaging in such activity and which is not compensated on a contingent fee basis. If Tenant determines, based on such accounting firm will have access while conducting audit, that Tenant believes that it has overpaid Expenses or Real Estate Taxes for the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether year covered by the reports submittedapplicable Landlord’s Expense Statement or Landlord’s Tax Statement, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce Tenant shall notify Landlord of its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than dispute within thirty (30) days after MELINTA’s receipt the commencement of such audit. Tenant shall keep confidential, and shall cause its agents, employees and any accounting or audit firm engaged by Tenant to perform such examination or audit to agree in writing to keep confidential, all of the independent auditor’s report so correctly concluding) make payment information obtained through any such examination or audit and any compromise, settlement or adjustment reached between Landlord and Tenant relative to WAKUNAGA the results of such examination or audit, save and except that Tenant may disclose such information to a trier of fact in the event of any shortfall. WAKUNAGA dispute between Tenant and Landlord with regard to Additional Charges, provided that Tenant shall bear stipulate to such protective or other orders in the full cost proceeding as may be reasonably sought by Landlord to preserve the confidentiality of such audit unless information. Following Tenant’s notice of dispute to Landlord, Landlord and Tenant shall, for a period of thirty (30) days thereafter, attempt to resolve the dispute. If the parties are unable to resolve the dispute within such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTEDthirty (30) day period, the dispute shall be resolved by arbitration as provided in Section 37. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTAIf Tenant prevails in any such arbitration proceeding, or an overcharge by WAKUNAGA of more than three then Landlord shall promptly reimburse Tenant for such overage, and if such overage exceeds five percent (35%) of the aggregate actual amount due WAKUNAGA of Expenses or charged Real Estate Taxes (whichever is being challenged by Tenant) paid by Landlord for the Tax or Expense Year covered by such audit, then Landlord shall reimburse Tenant for its actual out-of-pocket costs incurred in connection with such audit, up to MELINTAa maximum cost of Ten Thousand Dollars ($10,000) and repay the overage with interest at the “prime”, respectively“base”, “index” or “reference” rate of Bank of America NT&SA reported in the Wall Street Journal (the “Prime Rate”) over the period the funds are advanced, plus two percent (2%), but in no event greater than the maximum rate permitted by law (“Interest Rate”). If there is no overage or if the overage is less than five percent (5%) of the actual amount of Expenses or Real Estate Taxes (whichever is being challenged by Tenant) paid by Landlord for the Tax or Expense Year covered by such audit, then Tenant shall reimburse Landlord within thirty (30) days of written demand for its actual out-of-pocket costs incurred in connection with such audit, up to a maximum cost of Ten Thousand Dollars ($10,000). Said audit shall be conducted at the offices where the records of Landlord are maintained (or at such other location as may be designated by Landlord) in accordance with the provisions of this Section. If Tenant fails to object to any twelve such Landlord’s Expense Statement or Landlord’s Tax Statement or request an independent audit thereof within such one hundred and eighty (12180) month day period, such Landlord’s Expense Statement and/or Landlord’s Tax Statement shall be final and which aggregate incorrect amount is shall not less than fifty thousand U.S. dollars (US$50,000)be subject to any audit, in which case, MELINTA shall bear the full cost of such auditchallenge or adjustment.

Audit. Any examination permitted under Section 9.1 Licensee shall keep and shall cause to be conducted kept accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified as herein after appearing. Upon the written request of Spectra, at Spectra's expense and not more than once in or in respect of any calendar year, Licensee shall permit unless prohibited by WAKUNAGA law or any designee (including AbbVie) reasonably acceptable to MELINTAcontract an independent accountant of prominence in the United States and/or the applicable country selected by Spectra, and MELINTA and Sublicensees approved by Licensee (which approval shall make their records availablenot be unreasonably withheld), to have access during normal business hourshours to those records of Licensee as may be reasonably necessary to verify the accuracy of the reports furnished by Licensee pursuant to Section 4.1(b), after at least fifteen in respect of any calendar year ending not more than twelve (1512) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years months prior to the date of such notice. Any report prepared or made by the independent accountant, a copy of which shall be 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 requestwill be held in confidence and not disclosed. Before permitting If the independent accountant's report shows any independent accounting firm underpayment, Licensee shall remit or party other than WAKUNAGA shall cause its Affiliates or Sublicensees to have access remit to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than Spectra within thirty (30) days after MELINTA’s Licensee's receipt of such report: (i) the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost amount of such audit unless underpayment; and (ii) if such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three underpayment exceeds ten percent (310%) of the aggregate total amount due WAKUNAGA payable for the calendar year then being audited, the reasonable and necessary fees and expenses of the independent accountant performing the audit, subject to reasonable substantiation thereof. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods or charged remitted to MELINTALicensee, respectively, at Licensee's request. Spectra agrees that all information subject to review under this Section 5 is confidential and that Spectra shall retain and cause its accountant to retain all such information in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA confidence. Licensee shall bear cause all Sublicensees to comply with the full cost provisions of such auditthis section.

Audit. Any examination permitted under Section 9.1 Tenant, at Tenant's sole cost and expense, shall have the right, to be conducted exercised by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice given to MELINTA or Landlord within one hundred twenty (120) days after Tenant's receipt of Landlord's Statement of Basic Cost for the Sublicenseepreceding calendar year, as applicableto audit, and such examination shall take place at the facility place where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such Landlord maintains its books and records, MELINTA may require Landlord's books and records pertaining only to such independent accounting firm and its personnel involved in Basic Cost for such preceding calendar year, provided such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTAi) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than commences within thirty (30) days after MELINTA’s receipt Tenant's notice to Landlord and thereafter proceeds regularly and continuously to conclusion (ii) such audit does not unreasonably interfere with the conduct of Landlord's business (iii) such audit is performed by an auditing firm which is commonly known to be reputable and is experienced in auditing office building operating expenses, and (iv) said auditing firm signs a nondisclosure agreement in favor of Landlord, acceptable to Landlord in all respects, agreeing that information derived from such audit shall not be used directly or indirectly in connection with soliciting additional auditing business from other existing, previous or future tenants in the independent auditor’s report so correctly concluding) make Building. No exercise by Tenant of its rights under this Section 5.07 shall constitute a basis for delay in the timely payment of Tenant's Additional Rental Adjustment; provided, however, any payment thereof by Tenant shall not prejudice Tenant's rights under this Section 5.07. Landlord agrees to WAKUNAGA cooperate in good faith with Tenant in the conduct of any shortfallsuch audit. WAKUNAGA Notwithstanding anything to the contrary set forth in this Section 5.07, however, in no event shall bear Tenant ever be permitted to audit or cause to be audited Landlord's records concerning Basic Cost through, or with the full cost assistance of, auditors or others whose compensation is contingent upon, or the amount of whose compensation is affected by, the outcome of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTAaudit, in whole or in part, or on any payment or reimbursement by Landlord to Tenant in connection with such audit, or which is otherwise done in whole or in part on any basis other than reasonable hourly charges for the hours expended in the performance of such audit, and reimbursement of reasonable out-of-pocket expenses incurred by such auditors in connection with such audit. In the event Tenant has been overcharged by an amount in excess of five percent (5%), Landlord shall pay the reasonable costs of Tenant's audit; conversely, if the overcharge by WAKUNAGA of more is less than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA Tenant shall bear the full cost pay all of Landlord's reasonable out-of-pocket expenses for such audit.

Audit. Any examination permitted under Section 9.1 Landlord agrees to maintain accurate books and records of the Expenses and Taxes for the Base Year and each Comparison Year (or partial Comparison Year) throughout the Term and for a period of three (3) years thereafter. Within thirty (30) days after Tenant’s request, Landlord shall be conducted by WAKUNAGA or provide a written response to any designee (including AbbVie) reasonably acceptable questions that Tenant may have concerning the calculation of the Expenses and Taxes for the immediately preceding Comparison Year. Tenant shall have the right, at its own expense, to MELINTAconduct an audit of Landlord’s books and records relating to the determination of Expenses and Taxes, and MELINTA and Sublicensees shall make their records availableupon reasonable prior notice, during normal business hourshours for the immediately preceding Comparison Year of the Term. Notwithstanding any such dispute, Tenant shall pay Rent and Excess Expenses and Excess Taxes in accordance with Section 5. If Tenant challenges Landlord’s computations of the Expenses and Taxes or Excess Expenses and Excess Taxes for the immediately preceding Comparison Year, Tenant shall notify Landlord in writing of its objections. If Tenant’s audit indicates that Tenant has been overcharged for the Excess Expenses and Excess Taxes, Landlord shall revise its records and bxxxxxxx accordingly for the Comparison Year audited and for the preceding two (2) Comparison Years, to the extent applicable; provided, however, that if Landlord disputes the findings of Tenant’s audit, then Landlord and Tenant shall mutually agree upon a nationally recognized firm of certified public accountants which shall conduct an independent audit, and the findings of such firm shall be binding on the parties hereto. Within thirty (30) days after at least fifteen resolution of such dispute, the party that owes money to the other shall remit the sum owed. Any such sums shall be for the Comparison Year audited and, to the extent applicable, the two (152) days’ prior written notice to MELINTA Comparison Years preceding the Comparison Year audited. Tenant shall be responsible for the cost of its own audit and also for the cost of any audit by an independent accounting firm; provided, however, that if Tenant’s audit or the Sublicensee, as applicable, and such examination shall take place at audit conducted by the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or chargedfirm, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required determines that Tenant has been overcharged by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) or more for the Expenses and Taxes for the immediately preceding Comparison Year of the aggregate amount due WAKUNAGA Term, then Landlord shall pay for or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear reimburse Tenant for the full reasonable cost of such Tenant’s audit.

Audit. Any examination permitted under Comcast shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Program assets and pertaining to Comcast’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in this Section 9.1 shall be conducted by WAKUNAGA or any designee 21. Upon ten (including AbbVie10) reasonably acceptable to MELINTAbusiness days’ written notice, and MELINTA no more than once per calendar year during the Term and Sublicensees once during the two (2) year period following the end of the Term, Studio shall make their records availablehave the right during business hours to audit and check at Comcast’s principal place of business, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent Comcast’s books and records for a period of five (5) years prior pertaining to the date accuracy of the license fees paid or payable hereunder in the then current calendar year and immediately preceding calendar year. and Comcast’s compliance with this Agreement. Any audit request. Before permitting any independent hereunder will be conducted only by a nationally recognized audit or accounting firm (provided that such firm shall agree to confidentiality provisions substantially similar to those set forth in Section 28). No portion of the compensation for any such audit or party accounting firm shall be contingent upon the results of such audit. Subject to the terms of this Section 21 and other than WAKUNAGA payments made in satisfaction of an audit, the exercise by Studio of any right to have access to such books audit or the acceptance by Studio of any statement or payment, whether or not the subject of an audit, shall not bar Studio from thereafter asserting a claim for any balance due, and records, MELINTA may require such independent accounting firm and its personnel involved in Comcast shall remain fully liable for any balance due under the terms of this Agreement. Studio shall provide the results of such audit to sign a confidentiality agreement Comcast within three (in form and substance reasonably acceptable to MELINTA3) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while months of conducting the audit under this and any such information shall be deemed confidential information of Comcast in accordance with Section 9.228. The reviewing independent accounting firm will prepare Studio must make any claim against Comcast within the earlier of three (3) months after Studio or Studio's representative leaves Comcast's offices or twenty-four (24) months after the close of the earliest month that is the subject of such claim. If a claim is not made within any limitation set forth herein, then the Fee payments and provide to MELINTA a written report stating whether the all reports submitted, if applicablerequired hereunder shall be deemed final and incontestable, and amounts Studio will be deemed to have forever and conclusively waived its right, whether known or unknown, to collect any shortfalls from Comcast for the period(s) audited. If a confirmed discrepancy in excess of ten percent (10%) of the license fees due for the period covered by such audit is revealed by any such audit, Comcast shall, in addition to making prompt payment of the amount of such discrepancy, pay to Studio (i) the reasonable, documented out-of-pocket costs and expenses incurred by Studio for such audit, and (ii) reasonable attorney’s fees actually incurred by Studio in enforcing the collection thereof. Any overpayment identified by such audit shall, at Comcast’s election, either (a) be taken as a credit by Comcast against future license fees payable hereunder; or (b) be paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees by Studio to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than Comcast within thirty (30) days after MELINTAStudio’s receipt of the independent auditor’s report so correctly concludingaudit report. Non-Disparagement. Studio shall not in any way include programming, information (e.g., a “crawl”, pop-up or “placard”) make payment in the Included Programs that is intended to WAKUNAGA of disparage any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%member(s) of the aggregate amount due WAKUNAGA Comcast Group, any System, or charged the Licensed Service(s) or otherwise negatively portray any member(s) of the Comcast Group, any Systems or the Licensed Service(s); provided, however, that this provision shall not prohibit Studio from engaging in advertising or promotion for the Included Programs or responding to MELINTAviewer inquiries, respectivelyprovided that any such communications, advertisements and promotions are in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), accordance with the provisions set forth in which case, MELINTA shall bear the full cost of such auditthis Agreement.

Audit. Any examination permitted (a) Upon reasonable notice, until the fourth anniversary of the Final Completion Date, and with respect to any matters related to Taxes (including the Tax Abatements) until the expiration of the constitutional or statutory period in which an applicable Governmental Authority may audit Owner (each such period, an “Audit Period”), Owner, any Lender, and any of their representatives and consultants (excluding any Competitors), including the Independent Engineer, shall have the right 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, including any documents relating to safety (in accordance with Section 2.18.9), security, quality or Permits relating to the 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 Contract Price or disputed amounts subject to Appendix XX; (iii) claims for amounts due and payable under Section 9.1 19.1.1or otherwise due to any suspension or termination of the Work or this Agreement; (iv) 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 conducted 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 any such Person shall be governed by WAKUNAGA or any designee the provisions in Section 14.2.1 (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a entering into confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except agreements with Owner to the extent necessary for WAKUNAGA to enforce its rights required under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30Section 14.2.1) days after MELINTA’s receipt before such other Person may audit any of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, Books and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditRecords.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or (a) At its option, Landlord may at any designee time upon ten (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (1510) days’ ' prior written notice to MELINTA Tenant, cause a complete audit (including a physical inventory) to be made by an auditor selected by Landlord of the entire records and operations of Tenant and/or any subtenants, concessionaires, licensees and/or assignees relating to the Premises for the period covered by any statement issued or required to be issued by Tenant or a concessionaire as above set forth in Article III. In connection with the Sublicenseeaudit, as applicableLandlord or its representative will have the right to inspect records from any other store operated by Tenant or an affiliate of Tenant, and but only if such examination inspection is reasonably necessary to verify Tenant's Gross Sales reports. Tenant shall take place make available to Landlord's auditor at the facility where Premises or at Tenant's principal business office in the United States, within ten (10) days following Landlord's notice requiring such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date audit, all of the audit requestbooks, source documents, accounts, records and sales tax reports of Tenant and any of its concessionaires which such auditor deems necessary or desirable for the purpose of making such audit, including Tenant's state and federal income tax returns. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in If such audit discloses that Tenant's Gross Sales as previously reported for the period audited were understated, Tenant shall immediately pay to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting Landlord the audit under this Section 9.2additional percentage rental due for the period audited. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submittedFurther, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold such understatement was in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt excess of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three two percent (32%) of Tenant's actual Gross Sales as disclosed by such audit, Tenant shall immediately pay to Landlord the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit, and if such understatement was in excess of ten percent (10%) of Tenant's Gross Sales as disclosed by such audit, Landlord may declare this Lease terminated and the 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 set forth in this Lease for expiration of the Term, and Tenant shall vacate and surrender the Premises on or before such date in the condition required by this Lease for surrender upon the expiration of the Term.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable After delivery to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after Landlord of at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days prior written notice, which notice must be delivered within ninety (90) days after MELINTALandlord’s receipt delivery to Tenant of the independent auditorannual accounting of actual Operating Expenses and Tax Expenses, Tenant, at its sole cost and expense through any accountant designated by it, shall have the right to examine and/or audit the books and records evidencing such expenses for the previous one (1) calendar year, during Landlord’s report so correctly concluding) make payment to WAKUNAGA reasonable business hours but not more frequently than once during any calendar year. Tenant may not compensate any such accountant on a contingency fee basis. The results of any shortfallsuch 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. WAKUNAGA Landlord and Tenant each shall bear use its commercially reasonable efforts to cooperate in such negotiations and to promptly resolve any discrepancies between Landlord and Tenant in the full accounting of such expenses. If the audit accurately, and with appropriate supporting documentation, indicates that Landlord’s determination of Operating Expenses overstated the Operating Expenses by at least five percent (5%), then Landlord shall give Tenant a credit against future rental amounts for an amount equal to the reasonable cost of such the audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) reimburse Tenant for the reasonable cost of the aggregate amount due WAKUNAGA audit if the Lease has expired or charged to MELINTA, respectively, earlier terminated (provided that in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000no event shall such credit or reimbursement exceed $5,000.00), in which case, MELINTA shall bear the full cost of such audit.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for For a period of five (5) [ * ] years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA sales of any shortfall. WAKUNAGA shall bear Products by Cerus in the full cost of such audit unless such audit [***Territory (the [ * ] INDICATES MATERIAL THAT WAS = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUESTSECURITIES EXCHANGE ACT OF 1934, AS AMENDED. discloses “Audit Period”), Cerus agrees to keep records of all such sales of such Product in sufficient detail to enable the royalties payable hereunder to be determined. From time to time during such Audit Period, Xxxxxx may at its own expense cause an underreporting by MELINTAindependent third party auditor reasonably acceptable to Cerus to audit Cerus’ relevant books and records for the purpose of determining compliance with this Agreement. In the event that an audit is proposed with respect to Cerus’ proprietary information (“Restricted Information”), or then on the written demand of Cerus the individuals conducting the audit with respect to the Restricted Information will be limited to Xxxxxx’x independent auditors. Such independent auditors shall enter into an overcharge by WAKUNAGA of more than three percent (3%) agreement with Cerus, under which such independent auditors shall agree to maintain the confidentiality of the information obtained during the course of such audit and establishing what information such auditors will be permitted to disclose in reporting the results of any audit of Restricted Information. Any such audit shall be conducted during regular business hours in a manner that does not interfere unreasonably with the operations of Cerus. The aggregate amount due WAKUNAGA or charged to MELINTA, respectively, number of audits of Cerus’ books and records conducted under this Section 6.7 shall not exceed [ * ] financial audit in any twelve (12) [ * ] month period. Subject to the foregoing limitations, and which aggregate incorrect amount is any such audit shall be conducted when requested by notice given not less than fifty thousand U.S. dollars [ * ] days prior to the commencement of the audit. Any overpayment or underpayment of royalties determined by this Section 6.7 shall be due and payable to the other party by the party owing such amount within [ * ] days after notice of such audit finding. In the event that any audit performed hereunder results in an increase of [ * ] percent (US$50,000)[ * ]%) or more in any payment due Xxxxxx hereunder, in which case, MELINTA Cerus shall bear the full cost of be obligated to pay any reasonable expenses incurred by Xxxxxx with respect to such audit.

Audit. Any examination permitted For a period of [***] following the end of the calendar quarter to which they pertain, Buyer shall, and shall require each Selling Party to, keep complete and accurate records pertaining to the sale or other disposition of Products and License and Acquisition Income in sufficient detail to permit Seller to confirm the accuracy of the Payments due hereunder and under Section 9.1 the Marketing Agreement, including Buyer’s Cost of Goods Sold for the Product. Seller, at its sole cost and expense, shall have the right to cause a Third Party independent, certified public accountant to audit such records to confirm Net Sales, Cost of Goods Sold and/or Payments for a period covering not more than the preceding [***]. Such audits may be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ hours upon reasonable prior written notice to MELINTA or the SublicenseeBuyer, as applicable, and such examination shall take place at the facility where such records are maintainedbut no more than frequently than [***]. Each such examination No accounting period of Buyer shall be limited subject to pertinent books and records audit more than one time by Seller, unless after an accounting period has been audited by Seller, Buyer restates its financial results for such accounting period, in which event Seller may conduct a second audit of such accounting period in accordance with this Section 2.18. Prompt adjustments (including remittances of five (5) years prior to underpayments with interest from the date originally due as provided in Section 2.19 or overpayments disclosed by such audit) shall be made by the parties to reflect the results of the audit requestsuch audit. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA Seller shall bear the full cost of such audit unless such audit discloses an underpayment by Buyer of [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTAor more of the amount of Payments due for the period audited under this Agreement or the Marketing Agreement, or an overcharge by WAKUNAGA overstatement of more than three percent (3%) Cost of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)Goods Sold, in which case, MELINTA case Buyer shall bear the full reasonable cost of such audit. Seller acknowledges and agrees that Buyer shall, at its sole discretion, be permitted to withhold commercially sensitive information or data subject to privilege from the records used to conduct audit(s) pursuant to this Section 2.18 to the extent such information or data is not necessary to confirm the accuracy of the Payments due hereunder or Cost of Goods Sold reported by Xxxxx.

Audit. Any examination permitted under Subject to the confidentiality requirements set forth in Section 9.1 7.1 of this Franchise and the LFA’s imposition of identical obligations to those contained in this Section 6.3 on all cable service providers in the Service Area, Franchisee shall be conducted responsible for making available to the LFA for inspection, copying and audit, all records necessary to confirm the accurate payment of Franchise Fees, whether the records are held by WAKUNAGA the Franchisee, an Affiliate, or any designee other entity that collects or receives funds related to the Franchisee’s Cable Services operation in the LFA subject to the payment of Franchise Fees under this Agreement, including, by way of illustration and not limitation, any entity that sells advertising on the Franchisee’s behalf. Franchisee shall maintain such records for six (including AbbVie6) reasonably acceptable years at a location within the state, provided that, if the LFA commences an audit within that six (6) year period, Franchisee shall continue to MELINTAmaintain such records for the duration of any audit in progress at the end of that six (6) year period. The LFA shall conduct all audits expeditiously, and MELINTA and Sublicensees neither the LFA nor Franchisee shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or unreasonably delay the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintainedcompletion of an audit. Each such examination The LFA’s audit expenses shall be limited borne by the LFA unless the audit determines that the payment to pertinent books and records for a period of the LFA should be increased by five percent (5%) years prior or more in the audited period, in which case the reasonable and customary costs of the audit, together with any additional amounts due to the date LFA as a result of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and recordsaudit, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to shall be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except by Franchisee to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than LFA within thirty (30) days after MELINTA’s receipt following written notice to Franchisee by the LFA of the independent auditorunderpayment, which notice shall include a copy of the audit report; provided, however, that Franchisee’s report so correctly concluding) make payment obligation to WAKUNAGA pay or reimburse the LFA’s audit expenses shall not exceed an aggregate of any shortfallTEN THOUSAND DOLLARS ($10,000.00). WAKUNAGA If re-computation results in additional revenue to be paid to the LFA, such amount shall bear be subject to interest charges computed from the full cost due date, at a rate of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three nine percent (39%) of per annum during the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect period such unpaid amount is owed. If the audit determines that there has been an overpayment by Franchisee, the Franchisee may credit any overpayment against its next quarterly payment. Said audit shall be conducted by an independent third party and no auditor so employed by the LFA shall be compensated on a success based formula, e.g., payment based on a percentage of an underpayment, if any. The LFA shall not less conduct an audit more frequently than fifty thousand U.S. dollars once every three (US$50,000)3) years; provided, however, that in which case, MELINTA the event of an underpayment of five percent (5%) or more in an audited period this limitation shall bear not apply to the full cost of such auditsubsequent two (2) audit periods.

Audit. Any examination permitted In the event that an audit performed by or on behalf of the DEPARTMENT indicates an adjustment to the costs reported under Section 9.1 shall be conducted by WAKUNAGA this Contract or questions the allowability of an item of expense, the DEPARTMENT will promptly submit to the CONTRACTOR a Notice of Audit Results and a copy of the audit report, which may supplement or modify any designee (including AbbVie) reasonably acceptable tentative findings verbally communicated to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place CONTRACTOR at the facility where such records are maintainedcompletion of an audit. Each such examination shall be limited to pertinent books and records for a period of five Within sixty (560) years prior to days after the date of the Notice of Audit Results, the CONTRACTOR will (a) respond in writing to the responsible Bureau of the DEPARTMENT indicating whether or not it concurs with the audit request. Before permitting report, (b) clearly explain the nature and basis for any independent accounting firm or party other than WAKUNAGA disagreement as to have access a disallowed item of expense, and (c) submit to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign the DEPARTMENT a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) written explanation as to any confidential information which questioned or no opinion expressed item of expense, hereinafter referred to as the “RESPONSE.” The RESPONSE will be clearly stated and will provide any supporting documentation necessary to resolve any disagreement or questioned or no opinion expressed item of expense. Where the documentation is voluminous, the CONTRACTOR may supply appropriate excerpts and make alternate arrangements to be provided to such accounting firm or to which such accounting firm will have access while conducting conveniently and reasonably make that documentation available for review by the audit under this Section 9.2DEPARTMENT. The reviewing independent accounting firm RESPONSE will prepare refer to and provide apply the language of the Contract. The CONTRACTOR agrees that failure to MELINTA submit a written report stating whether RESPONSE within the reports submitted, if applicable, sixty (60) day period constitutes agreement with any disallowance of an item of expense and amounts paid authorizes the DEPARTMENT to finally disallow any items of questioned or charged, as no opinion expressed cost. The DEPARTMENT will make its decision with regard to any Notice of Audit Results and RESPONSE within one hundred twenty (120) days after the case may be, are correct or incorrectdate of the Notice of Audit Results. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except If the DEPARTMENT determines that an overpayment has been made to the extent necessary for WAKUNAGA CONTRACTOR, the CONTRACTOR will repay that amount to enforce its rights under this Agreement the DEPARTMENT or if disclosure is required by law. In reach agreement with the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than DEPARTMENT on a repayment schedule within thirty (30) days after MELINTA’s receipt the date of an invoice from the DEPARTMENT. If the CONTRACTOR fails to repay the overpayment or reach agreement with the DEPARTMENT on a repayment schedule within the thirty (30) day period, the CONTRACTOR agrees that the DEPARTMENT will deduct all or a portion of the independent auditor’s report so correctly concludingoverpayment from any funds then or thereafter payable by the DEPARTMENT to the CONTRACTOR under this Contract or any other agreement or payable to the CONTRACTOR under the terms of 1951 Public Act 51, as applicable. Interest will be assessed on any partial payments or repayment schedules based on the unpaid balance at the end of each month until the balance is paid in full. The assessment of interest will begin thirty (30) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear days from the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) date of the aggregate amount due WAKUNAGA invoice. The rate of interest will be based on the Michigan Department of Treasury common cash funds interest earnings. The rate of interest will be reviewed annually by the DEPARTMENT and adjusted as necessary based on the Michigan Department of Treasury common cash funds interest earnings. The CONTRACTOR expressly consents to this withholding or charged offsetting of funds under those circumstances, reserving the right to MELINTA, respectively, file a lawsuit in the Court of Claims to contest the DEPARTMENT’s decision only as to any twelve (12) month period, and item of expense the disallowance of which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), was disputed by the CONTRACTOR in which case, MELINTA shall bear the full cost of such audita timely filed RESPONSE.

Audit. In the event of any Production Cost Price Adjustment pursuant to Section 6.2 with respect to any Supplied Product, Purchaser may perform an audit of Producer’s records directly associated with such Production Cost Price Adjustment or other increase or credit, if notice of such audit is provided within three months after the Production Cost Price Adjustment or other increase has become effective (or, in the case of quarterly payments or credit based on variance from Unit Production Cost, within three months after notice of such increase or credit is delivered to Purchaser). Purchaser may use independent auditors, who may participate fully in such audit. If an audit is proposed with respect to information which Producer wishes not to disclose to Purchaser (“Restricted Information”), then on the written demand of Producer, the individuals conducting the audit with respect to Restricted Information will be limited to the independent auditors of Purchaser. Such independent auditors shall enter into an agreement with the Parties under which such independent auditors shall agree to maintain the confidentiality of the information obtained during the course of such audit (including an agreement to not share such information with Purchaser) and establishing what information such auditors will be permitted to disclose to report the results of any audit of Restricted Information to the Party requesting the audit. Any examination permitted under Section 9.1 such audit shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, during regular business hours and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintainedin a manner that does not interfere unreasonably with Producer’s operations. Each such examination audit shall be limited begin upon the date specified in a Notice given by Purchaser to pertinent books and records for Producer a period minimum of five (5) years 30 days prior to the date commencement of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be audit; provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submittedthat, if applicablethe date so specified shall conflict with a regulatory inspection or audit, plant shutdown or other similar event, the Parties shall cooperate to establish a mutually agreeable commencement date. Such audit shall be performed diligently and amounts paid or chargedin good faith and shall be completed within 30 days of the commencement thereof; provided that, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary that Purchaser’s compliance with such timeframe for WAKUNAGA completion is not feasible due to enforce its rights Producer’s failure to provide timely access to documentation reasonably requested by Purchaser Table of Contents in connection with such audit, such 30-day period shall be extended as reasonably necessary. Any undisputed overpayment or underpayment of amounts due under this Agreement or if disclosure is required determined by law. In this Section 6.5 shall be due and payable to the event there was an underpayment other Party by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) the Party owing such amount within 30 days after MELINTA’s receipt notice of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfallsuch audit finding. WAKUNAGA Purchaser shall bear the full cost of such audit unless in the event that any audit performed hereunder results in a decrease of 10% or more in any amount due Producer hereunder, then Producer shall be obligated to pay the out-of-pocket audit costs paid to any Third Party auditor engaged to conduct such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) up to a maximum amount of the aggregate lesser of the amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditadjustment and $100,000; provided that any such Third Party auditor’s fees shall have been on an hourly or flat fee basis without a contingency or other performance or bonus fee. In the event Producer bears any audit costs hereunder, such costs shall not be incorporated into the calculations for the Production Cost.

Audit. Any examination permitted under Section 9.1 PRODUCER shall have the right to inspect the books and records of RPMG for the purpose of auditing calculations of the payment to PRODUCER for the preceding year. Within ninety (90) days following the end of RPMG’s fiscal year end, PRODUCER shall give written notice to RPMG of its desire to conduct an audit and RPMG shall provide reasonable access to all financial information necessary to complete such audit. The audit shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable an accounting firm agreeable to MELINTA, both parties and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited completed within 60 days after the completion of RPMG’s annual audit by its independent auditors, but no later than 150 days following RPMG’s fiscal year end, except that if RPMG has not completed its independent audit within 90 days after the end of its fiscal year, RPMG and PRODUCER shall agree on a reasonable extension of time for PRODUCER to pertinent books and records complete its audit. PRODUCER is hereby authorized to provide to its lenders the audit report completed for a period of five (5) years prior Producer pursuant to the date this Section. The cost of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to shall be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether responsibility of PRODUCER unless the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required auditor determines that RPMG underpaid PRODUCER by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of for the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)period audited, in which case, MELINTA case RPMG shall bear pay the full cost of the audit. If the auditor determines that RPMG underpaid PRODUCER by any amount for the period audited, RPMG shall promptly pay the amount of ***Portions omitted pursuant to a request for confidential treatment and filed separately with the SEC. such auditunderpayment to PRODUCER, and if the auditor determines that RPMG overpaid PRODUCER by any amount, PRODUCER shall promptly pay the amount of such overpayment to RPMG. The determination of the auditor shall be final and binding on both parties. If PRODUCER fails to exercise its right to audit as provided in this Section 10 for any year, it shall be deemed to have waived any claim to dispute the payments, provided that in the event PRODUCER’s lender is in possession of the Facility within 180 days after the completion of RPMG’s annual audit by its independent auditors, then such lender shall have the right to conduct an audit pursuant to this Section 10 even if PRODUCER has not previously elected to exercise its right to audit as provided in this Section 10 for such year.

Audit. Any examination permitted under Section 9.1 Tenant shall be conducted by WAKUNAGA have the right, at Tenant's cost, after reasonable notice to Landlord, to have Tenant's authorized employees or any designee (including AbbVie) reasonably acceptable to MELINTAagents inspect, and MELINTA and Sublicensees shall make their records availableat Landlord's or, at Landlord’s election, Landlord’s property manager’s main corporate office in southern California, during normal business hours, after Landlord's or, at least fifteen Landlord’s election, Landlord’s property manager’s books, records and supporting documents concerning the Operating Expenses and Tax Expenses set forth in any Expense Statement delivered by Landlord to Tenant pursuant to Section 4.3. above; provided, however, Tenant shall have no right to conduct such inspection or object to or otherwise dispute the amount of the Operating Expenses or Tax Expenses set forth in any such Statement, unless Tenant notifies Landlord of such inspection objection and dispute, completes such inspection within one hundred twenty (15120) days’ prior written notice to MELINTA or days immediately following Landlord's delivery of an Expense Statement (the Sublicensee"Review Period"); provided, as applicablefurther, that notwithstanding any such timely inspection, objection, dispute, and/or audit, and as a condition precedent to Tenant's exercise of its right of inspection, objection, dispute, and/or audit as set forth in this Section 4.4, Tenant shall not be permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this Article 4 in accordance with such examination Expense Statement. However, such payment may be made under protest pending the outcome of any audit. In connection with any such inspection by Tenant, Landlord and Tenant shall take place at reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the facility where Project. If after such records are maintained. Each such examination inspection and/or request for documentation, Tenant disputes the amount of the Operating Expenses or Tax Expenses set forth in the Statement, Tenant shall be limited have the right, but not the obligation, within the Review Period, to pertinent cause an independent certified public accountant which is not paid on a contingency basis and which is mutually approved by Landlord and Tenant (the "Accountant") to complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses and Tax Expenses incurred and amounts payable by Tenant for a period the year which is the subject of five (5) years prior such Expense Statement. Such audit by the Accountant shall be final and binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the date identity of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than Accountant within thirty (30) days after MELINTA’s receipt Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the independent auditor’s report so correctly concluding"Big 4" accounting firms selected by Landlord, which is not paid on a contingency basis and is not, and has not been, otherwise employed or retained by Landlord. If such audit reveals that Landlord has over-charged Tenant, then within thirty (30) make payment days after the results of such audit are made available to WAKUNAGA Landlord, Landlord shall reimburse to Tenant the amount of any shortfallsuch over-charge. WAKUNAGA If the audit reveals that the Tenant was under- charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall bear reimburse to Landlord the full amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord's original Expense Statement which was the subject of such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting was in error to Tenant's disadvantage by MELINTA, or an overcharge by WAKUNAGA of more than three eight percent (38%) or more of the aggregate total Operating Expenses and Taxes Expenses which was the subject of the audit (in which case Landlord shall pay the cost of such audit). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning the correctness of any Expense Statement provided by Landlord at any time during the Review Period, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct and complete the audit as described above prior to the expiration of the Review Period shall be conclusively deemed Tenant's approval of the Expense Statement in question and the amount due WAKUNAGA or charged of Operating Expenses and Tax Expenses, subject to MELINTA, respectively, in any Tenant's right to review Statements for the prior twelve (12) month periodmonths. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 4.4, Tenant agrees to keep, and which aggregate incorrect amount to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute such reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits. Notwithstanding the foregoing, for any period where Tenant is not less than fifty thousand U.S. dollars the Sole Occupant and is Self-Managing the Project, Tenant’s right to audit Landlord’s books and records shall be limited to capital expenditures permitted by Section 4.1.1 above or Section 11.2 below, any costs incurred in the categories specific in Section 4.1.1(ix) or (US$50,000)xiii) above, Tax Expenses, and the costs of insurance coverages required to be carried by Landlord as set forth in which case, MELINTA shall bear the full cost of such auditSection 12.5.1 below.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or Following Sublandlord’s delivery to Subtenant of an Annual Operating Expense Statement, if Subtenant reasonably disputes any designee (including AbbVie) reasonably acceptable to MELINTAamount set forth in the Master Landlord’s Statement upon which Sublandlord’s Annual Operating Expense Statement is based, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen provided that: (15A) days’ prior written notice Sublandlord has not previously exercised its right under the Master Lease to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent inspect Master Landlord’s books and records for a period with respect to Master Landlord’s Statement (and such right is otherwise available under the Master Lease); and (B) Subtenant notifies Sublandlord, within one hundred and eighty (180) days following Sublandlord’s delivery of five Sublandlord’s Annual Operating Expense Statement to Subtenant (5) years and in any event prior to the date that an inspection is permitted under Section 4.6 [Landlord’s Books and Records] of the audit requestMaster Lease), of Subtenant’s desire to cause Sublandlord to exercise such inspection right, then Sublandlord will notify Master Landlord pursuant to the provisions of Section 4.6 [Landlord’s Books and Records] of the Master Lease that Sublandlord desires to cause Landlord’s records with respect to the Annual Operating Expense Statement to be inspected (with respect to such disputed amounts only). Before permitting any independent The independent, certified public accounting firm for such inspection shall be designated by Subtenant (and approved by Sublandlord) and shall meet the requirements of Section 4.6 [Landlord’s Books and Records] of the Master Lease. Sublandlord will promptly provide Subtenant with any report prepared by such accounting firm. All costs associated with any such inspection (including any cost or party other than WAKUNAGA charges imposed by Master Landlord) shall be solely borne by Subtenant as Additional Rent hereunder unless as the result of such audit, either: (x) Sublandlord is reimbursed for such costs by Master Landlord pursuant to Section 4.6 [Landlord’s Books and Records] of the Master Lease, or (y) Sublandlord also receives the benefit under the Master Lease of any cost savings revealed by such audit, in which case Sublandlord shall share equally in the cost of such audit (provided that in no event shall Sublandlord be required to pay any costs of such audit to the extent not reimbursed or otherwise benefitted from as provided in (x) and (y) above). If, on the basis of any such inspection or on the basis of an inspection initiated solely by Sublandlord, Sublandlord receives a credit of Building Office Pool Direct Expenses previously paid by Sublandlord to Master Landlord that is attributable to an overpayment by Sublandlord of Building Office Pool Direct Expenses, then any such credit shall be applied (i) first, to Sublandlord, to the extent of any costs associated with such inspection that have access been incurred by Sublandlord and that have not to date been reimbursed to Sublandlord by Subtenant, (ii) second, to Subtenant, to the extent of the costs incurred with respect to such inspection that Subtenant has previously paid (either directly or by reimbursing Sublandlord) and (iii) third, as between Sublandlord and Subtenant as may be equitably necessary to adjust for any overpayment of Building Office Pool Direct Expenses by either Sublandlord or Subtenant, in any case after deducting costs due to Sublandlord under this Section 5.2.3 (including, if pursuant to an inspection initiated solely by Sublandlord, the costs thereof shall be deducted from any amount that would otherwise be applied for the benefit of Subtenant). For avoidance of doubt, if, as of the date that Subtenant notifies Sublandlord of Subtenant’s desire to require Sublandlord to review Master Landlord’s books and records, MELINTA may Sublandlord has already notified Landlord of Sublandlord’s exercise of the inspection right described in Section 4.6 [Landlord’s Books and Records] of the Master Lease, then Subtenant shall have no independent right to require any such independent accounting firm inspection of Master Landlord’s books and its personnel involved in such audit to sign a confidentiality agreement records, but Sublandlord agrees to: (in form and substance reasonably acceptable to MELINTAA) as to promptly provide Subtenant with any confidential information which is to be provided to such report prepared by Sublandlord’s accounting firm or accountant and, (B) equitably allocate to which Subtenant any credit of Building Office Pool Direct Expenses attributable to an overpayment by Sublandlord of Building Office Pool Direct Expenses to the next payments of Rent and Building Office Pool Direct Expenses coming due, following Sublandlord’s recovery of all costs associated with such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or chargedinspection, as may then be equitable given any corresponding overpayment of Building Office Pool Direct Expenses by Subtenant and in such event, Subtenant shall have no obligation to reimburse Sublandlord for the case may becosts of the inspection initiated solely by Sublandlord. If Sublandlord receives a credit of Building Office Pool Direct Expenses at any time that relates to the Premises during the Term, are correct whether pursuant to an inspection conducted pursuant to Section 4.6 [Landlord’s Books and Records] of the Master Lease or incorrect. WAKUNAGA agrees otherwise, Subtenant shall be entitled to hold in strict confidence all information disclosed to it pursuant its proportionate share of such credit (subject to this Section 9.25.2.3)., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable After delivery to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after Landlord of at least fifteen thirty (1530) days’ prior written notice delivered no later than one hundred twenty (120) days after receipt of a Statement, Tenant, at its sole cost and expense through any accountant designated by it, shall have the right to MELINTA or examine and/or audit the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records evidencing such costs and expenses for a period of five the previous one (51) years prior to the date of the audit requestcalendar year, during Landlord’s reasonable business hours but not more frequently than once during any calendar year. Before permitting any independent 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 WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm Landlord and its personnel involved authorized agents. Landlord and Tenant each shall use its best efforts to cooperate in such negotiations and to promptly resolve any 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 to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it Statement pursuant to this Section 9.2., except 6.5 or Tenant fails to commence and complete such audit within six (6) months after Landlord’s delivery of the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunderStatement in question, then MELINTA Tenant shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment be deemed to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost have approved of such audit unless Statement and such Statement shall be final and binding upon Tenant. If through such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA it is determined that there is a discrepancy of more than three five percent (35%) in the amount of Operating Expense and Tax Expense payments made by Tenant for such calendar year when compared to the aggregate amount due WAKUNAGA actual Operating Expenses and Tax Expenses for such year, then Landlord shall reimburse Tenant for the reasonable accounting costs and expenses incurred by Tenant in performing such audit, including Tenant’s outside auditors or charged to MELINTAaccountants (but excluding Tenant’s in-house personnel). However, respectivelyif through such audit it is determined that there is a discrepancy of five percent (5%) 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 any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of connection with such audit.

Audit. Any examination permitted under Section 9.1 Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conducted by WAKUNAGA or any designee conclusively binding upon Tenant unless Tenant (including AbbViei) reasonably acceptable pays to MELINTALandlord when due the amount set forth in such Statement, without prejudice to Tenant's right to audit such Statement, and MELINTA and Sublicensees shall make their records available(ii) within sixty (60) days after such Statement is delivered, during normal business hours, after at least fifteen (15) days’ prior sends a written notice to MELINTA or Landlord objecting to such Statement, specifying the Sublicenseereasons for such objection and stating that Tenant will audit the records concerning the items objected to by Tenant. Tenant and all auditors, as applicablerepresentatives, contractors, agents, and such examination other third parties involved on behalf of Tenant in any review, audit or dispute concerning Expenses or Taxes shall take place at the facility where such records are maintained. Each such examination shall be limited execute and deliver to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign Landlord a confidentiality agreement (agreement, in form and substance reasonably acceptable satisfactory to MELINTA) as Landlord, whereby such parties agree not to disclose to any confidential third party any of the information which obtained in connection with such review. Tenant agrees that Tenant will not employ, in connection with any review, audit or dispute under this Lease, any person or entity who is to be provided 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 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 or selected by Landlord and reasonably acceptable to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicableTenant, and amounts paid or charged, as the case may be, are correct or incorrectdecision of such accountants shall be conclusively binding upon Landlord and Tenant. WAKUNAGA agrees to hold If said accountants shall determine that Tenant shall have made any payment in strict confidence all information disclosed to it pursuant to this Section 9.2., except to excess of the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, amount properly due hereunder, then MELINTA such excess amount shall promptly (but in no event later than be refunded to Tenant by Landlord within thirty (30) days after MELINTA’s receipt of said accountants shall have rendered their decision and if such accountants shall determine that Tenant shall have underpaid the independent auditor’s report so correctly concludingamount properly due hereunder such under-payment shall be paid by Tenant to Landlord within thirty (30) make payment days after said accountants shall have rendered their decision. Tenant shall pay the fees and expenses relating to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit procedure, unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting accountants determine that Landlord overstated Expenses or Taxes by MELINTA, or an overcharge by WAKUNAGA of more than three five percent (35%) of the aggregate amount due WAKUNAGA for such calendar year or charged to MELINTAFiscal Year, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)as applicable, in which casecase Landlord shall pay the reasonable out-of-pocket fees and expenses incurred by Tenant. Except as provided in this Section 4.5, MELINTA Tenant shall bear have no right whatsoever to dispute by judicial proceeding or otherwise the full cost accuracy of such auditany Statement.

Audit. Any examination permitted under Section 9.1 IGT shall be conducted by WAKUNAGA or any designee have the right, not exercisable more than once per year, to nominate an independent certified public accountant (including AbbVie“auditor”) reasonably acceptable to MELINTA, and MELINTA * Information has been omitted from this document and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice filed separately with the Securities and Exchange Commission under a request for confidential treatment pursuant to MELINTA or Rule 24b-2 under the SublicenseeSecurities Exchange Act of 1934, as applicableamended. approved by WMS, and which approval shall not be unreasonably withheld, who shall have access to the records of WMS during regular business hours for the purpose of verifying compliance with the reporting obligations set forth in Section 4.1 as well as such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent other books and records as are reasonably required to verify WMS’ compliance with all of its financial obligations under this Agreement. IGT shall provide WMS with no less than sixty (60) days written notice of its intent to audit WMS’ books and records as provided under this Agreement, and WMS shall be ready for a such audit. Such notice shall indicate the period of five (5) years prior to be audited, the date identity of the auditor and the proposed scope for the audit. The auditor shall only disclose to IGT information necessary to determine WMS’ compliance with its reporting and financial obligations under this Agreement. If any audit requestor examination of WMS’ books and records reveals that WMS has failed to perform its financial obligations, any underpaid amount will bear interest until paid at a rate per annum equal to [*] percent ([*]). Before permitting If the underpaid amount exceeds the total amount reported under the reporting obligations set forth in Section 4.1 by [*] or more in any independent accounting firm given year under the Agreement, WMS will reimburse IGT for all reasonable audit costs, audit fees, and audit expenses incurred in conducting such audit or party other than WAKUNAGA to have access examination with respect to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectivelyyear audited, in addition to paying IGT such past due royalties and any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA accrued interest. IGT shall bear reimburse WMS for any overpaid royalties revealed by the full cost of such audit.

Audit. Any examination permitted under Section 9.1 VIVUS may, at periodic intervals, audit the TANABE operation to ensure that the principles of CGMP continue to be followed. TANABE shall be conducted inform VIVUS from time to time and whenever requested by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTAVIVUS, of the location of the Records, and MELINTA shall permit VIVUS’ representatives, for the purpose of quality audit, to have all reasonable access to the Records, TANABE’s manufacturing, warehousing, packaging and Sublicensees shall make their records availablelaboratory areas, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years extent VIVUS notifies TANABE in writing reasonably prior to the date of the audit requestaudit. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and recordsShould VIVUS, MELINTA may require such independent accounting firm and after its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submittedaudit, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA notify TANABE of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit deficiencies, TANABE [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUESTSECURITIES EXCHANGE ACT OF 1934, AS AMENDED. discloses an underreporting shall provide VIVUS with a response with proposed corrective actions within thirty (30) days of such notice and then promptly thereafter rectify any deficiencies noted during the course of audit by MELINTAVIVUS, provided TANABE agrees with VIVUS’ comments, which agreement shall not be unreasonably withheld or an overcharge by WAKUNAGA of more than three percent (3%) delayed. In addition, VIVUS shall have the right to audit TANABE’s Records and documentation as it relates to the manufacture of the aggregate amount due WAKUNAGA or charged BULK DRUG SUBSTANCE, during normal business hours, to MELINTA, respectively, in the extent such audit is needed to comply with CGMP and any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditapplicable regulatory requirements.

Audit. Any examination permitted Roche shall keep records relating to the calculation of Net Sales and the fees under Section 9.1 4.1 in accordance with generally accepted accounting principles in Canada and provide copies of such records to Buyer within ninety (90) days of termination of this Agreement. During and at any time within six (6) months following termination of this Agreement, Buyer, at its expense, shall be conducted have the right to conduct one examination or audit of said records of Roche which relate solely to the services provided hereunder and costs and expenses incurred hereunder, for the sole purpose of verifying information provided by WAKUNAGA or Roche and payments made to Roche hereunder. Roche shall cooperate fully with the auditor and provide all reasonable access to records and employees necessary to promptly complete this audit. During and at any designee time within six (including AbbVie6) months following termination of 4 this Agreement, Buyer, at its expense, shall have the right to appoint an independent certified public accounting firm reasonably acceptable to MELINTARoche who will be bound by confidentiality terms reasonable to Roche, to conduct one audit of customer invoices for the Products for the sole purpose of verifying the information provided by Roche and MELINTA and Sublicensees payments made to Roche hereunder. Such auditor shall make their records availablenot disclose any information to Medicis relating to Roche's products or business other than information which pertains directly to the purpose of the audit. If any such examination or audit discloses an underpayment or overpayment hereunder, during normal business hours, after at least fifteen (15) days’ prior written notice of such fact, specifying the amount and basis of the underpayment or overpayment shall promptly be furnished to MELINTA Roche. Subject to Roche's right to dispute the amount of any overpayment or underpayment, the Sublicenseeamount of any overpayment upon resolution of such dispute, as applicableif any, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited credited against future amounts owed to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and recordsRoche hereunder, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In there will be no such future amounts, Roche shall refund the event there was an overpayment to Buyer within thirty (30) days of such notice; and the amount of any underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than be paid to Roche within thirty (30) days after MELINTA’s receipt of such disclosure. If the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting determines that Roche has overcharged Buyer by MELINTA, or an overcharge by WAKUNAGA of more than three five percent (35%) of or more for the aggregate amount due WAKUNAGA or charged to MELINTAfee under Section 5.1 for the period audited, respectively, Roche shall promptly reimburse Buyer for all reasonable expenses incurred in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such conducting said audit.

Audit. Any examination permitted Tenant shall have the right to audit, at Tenant’s sole cost and expense and so long as Tenant is not in default of this Lease, Landlord’s records pertaining to the computation of Operating Expenses and Taxes under Section 9.1 7 of this Lease, so long as Tenant complies with the following provisions: (a) Tenant shall perform such inspection within one hundred twenty (120) days following the receipt of Landlord’s reconciliation statement pertaining to the operating year in question, (b) Tenant shall provide to Landlord a copy of the inspection report, (c) Tenant shall keep the report confidential and shall not share the contents, results, or the fact that Tenant is investigating the operating expenses or adjustments with any other person, except for its advisors on a need-to-know basis, (d) Tenant shall pay to Landlord within ten (10) days following its inspection any amount determined to be owing by Tenant, and (e) Tenant shall give written notice of its intention to audit no later than ninety (90) days following receipt of Landlord’s reconciliation statement pertaining to the operating year in question. If Tenant does not give Landlord written notice of any objection or request to audit within ninety (90) days following receipt of Landlord’s reconciliation statement pertaining to an operating year, then such statement shall be binding on Tenant. Tenant’s inspection may only be conducted by WAKUNAGA Tenant’s employees or by Tenant’s certified public accountant paid on an hourly basis (and not a contingent fee basis). Landlord agrees to pay Tenant any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is amount determined to be provided owing to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, Tenant as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than determined within thirty (30) days after MELINTAfollowing Landlord’s receipt of the inspection report or within thirty (30) days following a report by an independent auditorcertified public accountant selected by Landlord and approved by Tenant, which approval shall not be unreasonably withheld, if Landlord does not agree with Tenant’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditinspection report.

Audit. Any examination permitted under Section 9.1 Contractor shall be conducted maintain accurate and complete records and accounts relating to Services provided hereunder, and, in accordance with generally-accepted accounting principles, complete and accurate records of expenses incurred sufficient to document the Fees and Expenses invoiced to PhaseBio for at least three (3) years following the date of the invoice. ("Records and Accounts"). Upon request by WAKUNAGA PhaseBio provided with reasonable prior notice, Contractor shall allow PhaseBio or any designee (including AbbVie) reasonably acceptable PhaseBio's authorized representatives to MELINTA, and MELINTA and Sublicensees shall make their records available, visit Contractor's facilities during normal business hourshours to observe and verify Contractor's compliance with this Agreement, after at least fifteen (15) days’ prior written notice to MELINTA or review the SublicenseeRecords and Accounts, as applicableinspect those facilities of Contractor which are being utilized in the Services, and such examination shall take place at the facility where such records are maintainedto make copies of relevant records. Each such examination Records and Accounts shall be limited to pertinent books and records maintained for a period of five three (53) years prior to after the date creation of the audit requestapplicable Record or Account. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting To assure the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether quality of Contractor's performance of the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, Services hereunder, then MELINTA shall promptly PhaseBio may perform such audits no more than two (but 2) times in no event later than thirty any twelve (3012) days after MELINTA’s receipt months; provided, however, PhaseBio may also visit Contractor's offices with reasonable frequency during normal business hours to discuss the progress of the independent auditor’s report so correctly concludingServices. If said audits exceed two (2) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, times in any twelve (12) month period, PhaseBio shall reimburse Contractor for costs and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)expenses actually incurred by Contractor in connection with the additional audits, in which caseprovided, MELINTA shall bear the full cost however, that if PhaseBio discovers that Contractor has been overcharging PhaseBio as a result of such audit, Contractor shall refund the amount of any overcharging that is not disputed in good faith by Contractor. In addition, if the amount of any such undisputed overcharge exceeds 10% of the amounts actually due during the period being audited, Contractor shall reimburse PhaseBio for the costs of any said additional audit. All Records and Accounts shall be deemed Confidential Information under the Confidentiality Agreement.

Audit. Any examination permitted under Section 9.1 Upon Seller’s request, Buyer shall, and shall be conducted cause each of its Affiliates, licensees and Sublicensees to permit an independent accounting firm of national standing appointed by WAKUNAGA or any designee (including AbbVie) Seller and reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen Buyer (15) days’ prior written notice to MELINTA or the Sublicenseeapplicable other party), as applicable, to inspect and such examination shall take place at audit the facility where such records are maintained. Each such examination shall be limited to pertinent applicable books and records of account of Buyer and its Affiliates, licensees and Sublicensees that relate directly to any reports provided pursuant to Section 5.16 of the Asset Purchase Agreement, Section 4.2 and records maintained pursuant to Section 4.3(e), in order to confirm the accuracy and completeness of the such reports and all payments hereunder; provided, that such accounting firm enters into a typical confidentiality agreement with the party audited. Seller shall be entitled hereunder to (x) cause the inspection and 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 five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTEDfollowing 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. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting 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 MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) Buyer hereunder in excess of the aggregate amount due WAKUNAGA or charged to MELINTAgreater of [***] of the amounts actually payable for the period audited and [***], respectivelythen, in any twelve (12) month periodaddition to paying the full amount of such underpayment, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000plus accrued interest at a rate set forth in Section 4.3(b), Buyer shall reimburse Seller for all reasonable out-of-pocket costs and expenses incurred by Seller in which case, MELINTA connection with such inspection or audit. All information disclosed pursuant to this Section 4.3(f) shall bear be subject to the full cost of such auditconfidentiality and non-use provisions set forth in Article 10.

Audit. Any examination permitted under Section 9.1 Each Landlord’s Expense Statement shall be conducted by WAKUNAGA or any designee conclusive and binding upon Tenant unless, within three (including AbbVie3) reasonably acceptable months after receipt thereof, Tenant shall give Landlord notice that Tenant disputes the correctness of the Landlord’s Expense Statement, specifying the particular respects in which the Landlord’s Expense Statement is claimed to MELINTA, and MELINTA and Sublicensees be incorrect. Tenant shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice not have the right to MELINTA or withhold payment of Operating Expenses in the Sublicensee, as applicable, and such examination event of a dispute. Landlord shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent maintain books and records appropriate for a period the computation and verification of five (5) years prior Operating Expenses and shall permit Tenant’s accountants, consultants and/or employees to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such examine Landlord’s books and records, MELINTA during Landlord’s regular business hours at Landlord’s place of business and with at least ten (10) Business Days prior written notice, in order to verify the accuracy of the relevant Landlord’s Expense Statement. The records and any related information obtained from Landlord shall be treated as confidential, and as applicable only to the Premises, by Tenant, its accountants, consultants, and any other parties reviewing the same on behalf of Tenant. Before making any records available for review, Landlord may require such independent accounting firm Tenant and its personnel involved Tenant’s accountants, consultants and employees to execute a reasonable confidentiality agreement, in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is event Tenant shall cause the same to be provided executed and delivered to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than Landlord within thirty (30) days after MELINTA’s receipt receiving it from Landlord, and if Tenant fails to do so, the three (3) month objection period referred to in the first sentence of this paragraph shall be reduced by one day for each day by which such execution and delivery follows the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost expiration of such audit unless 30-day period. If it shall be finally determined by an independent accountant engaged by Tenant and reasonably approved by Landlord that Landlord’s Expense Statement was incorrect or commercially unreasonable, then either (a) Landlord shall at its election reimburse Tenant for any overpayment or credit the amount of such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTAoverpayment against the next monthly installment of Operating Expenses payable under this Lease, or an overcharge by WAKUNAGA of more than three percent (3%b) of Tenant shall within fifteen (15) days after such determination pay any amounts due to Landlord. Tenant agrees to pay the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit, provided that, if the audit reveals that Landlord’s determination of Operating Expenses was overstated by more than five percent (5%), Landlord shall pay the cost of such audit. Notwithstanding any contrary provision hereof, Tenant may not examine Landlord’s records or dispute any Landlord’s Expense Statement if any Rent remains unpaid past its due date.

Audit. Any examination permitted under Section 9.1 Cornerstone shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTAkeep and maintain true and complete records setting forth the gross sales of the Product in the Territory, and MELINTA and Sublicensees shall make their of all matters relating to the computation of the Net Sales of the Product in the Territory, including quantities of Product used as clinical supplies or in patient assistance programs, volume of Product distributed, or records availableotherwise related to Cornerstone’s performance of its obligations under this Agreement, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five [***] following such sales, such records shall be open to inspection at Cornerstone’s corporate headquarters on thirty (530) years prior to days written notice provided by Chiesi, during the date normal [***] Confidential portions of the exhibit have been omitted and filed separately with the Securities and Exchange Commissions. office hours of Cornerstone (but not more frequently than once per year) by a nationally recognized independent certified public accountant selected by Chiesi and reasonably acceptable to Cornerstone, and retained solely for the purpose of auditing the same at Chiesi’s expense; provided, however, that records with respect to any Calendar Quarter may be audited no more than once in connection with the same audit request. Before permitting any independent accounting firm or party other than WAKUNAGA and/or subject matter; provided, further that nothing in this Section 6.5.1 shall limit Chiesi’s right to have access audited Cornerstone’s records with respect to such books any Calendar Quarter in connection with Chiesi’s year-end review. Such audit shall be conducted exclusively for the purpose of verifying the accuracy of reports delivered by Cornerstone to Chiesi pursuant to Section 6.4 and records, MELINTA may require such independent accounting firm and its personnel involved in such audit the accuracy of Cornerstone’s determination of the amounts payable or paid by Cornerstone to Chiesi hereunder. The accountant shall sign a confidentiality agreement (in form prepared by Cornerstone and substance reasonably acceptable shall then have the right to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting examine the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it records kept pursuant to this Section 9.2., except 6.5.1 and report to Chiesi the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly findings (but in no event later than not the underlying data) of such examination of records. The accountant shall provide a draft copy of the report to Chiesi and Cornerstone for review and comment, and each of Chiesi and Cornerstone shall have thirty (30) days after MELINTAreceipt of that report to review and comment on the report which comments shall be provided to the accountant and to each other. The final report shall be provided simultaneously to Chiesi and Cornerstone by the independent certified public accountant within twenty (20) days after the accountant’s receipt and consideration of such comments. In the event that an audit has been initiated by Chiesi, the records that have been the subject of the independent auditor’s report so correctly concludingaudit shall be kept until the later of (i) make payment to WAKUNAGA the expiry of any shortfalltime period set out in Section 6.5.2 for the payment or credit of any amounts owing or (ii) the resolution of any dispute arising from the audit. WAKUNAGA shall bear If such examination of records reveals more than a five percent (5%) underpayment of any amounts payable hereunder as compared to the full cost amounts actually reported by Cornerstone as payable to Chiesi, as determined by such examination for the period which is the subject of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting examination, the expenses for said accountant shall be borne by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditCornerstone.

Audit. Any examination permitted under Section 9.1 Upon the written request of Nastech and not more than once in each Calendar Year, Amylin shall be conducted permit an independent certified public accounting firm of nationally recognized standing selected by WAKUNAGA or any designee (including AbbVie) Nastech and reasonably acceptable to MELINTAAmylin, and MELINTA and Sublicensees shall make their records availableat Nastech's expense, to have access during normal business hours, after at least fifteen (15) days’ prior written notice hours to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall of Amylin as may be limited reasonably necessary to pertinent books and records for a period of five (5) years prior to verify the date accuracy of the audit requestroyalty reports hereunder. Before permitting any independent accounting firm or party other than WAKUNAGA Such request may be made from time to have access time during the Term and for up to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH years following the Term, but Nastech shall not be allowed to audit any records for any single Calendar Year period more than once absent 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, 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 WAS REQUESTEDHAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. ALL EACH SUCH PORTION, WHICH HAS BEEN OMITTED MATERIAL WAS HEREIN AND REPLACED WITH A SERIES OF THREE ASTERISKS IN BRACKETS [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses COMMISSION.] provided, however, that if an underreporting audit uncovers an underpayment of royalties by MELINTA, or an overcharge Amylin by WAKUNAGA of more than three five percent (35%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear then the full cost fees of such auditaccounting firm shall be paid by Amylin.

Audit. Any examination permitted under Section 9.1 Landlord shall be conducted 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 WAKUNAGA or any designee (including AbbViecomparable office building owners in Denver, Colorado) reasonably acceptable with respect to MELINTAOperating Expenses, and MELINTA shall retain such books and Sublicensees records, as well as contracts, bills, vouchers, and checks, and such other documents as are reasonably necessary to properly audit the Operating Expenses for each year of the Lease Term (as well as the Base Year). Upon reasonable notice from Tenant, Landlord shall make their records available, available for Tenant's inspection (or inspection performed by Tenant's accountant and/or consultants) at Landlord's office during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent Landlord's books and records for a period of five (5) years prior relating to the date Operating Expenses for the most recent full calendar year, except that any audit of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books Base Year must occur within twelve (12) months after the end of the Base Year and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2of all subsequent years must occur within six (6) months of the date Landlord delivers the Statement of Actual Adjustment to Tenant. The reviewing independent accounting firm will prepare If neither Landlord nor Tenant shall revise or challenge the Statement of Actual Adjustment within said six (6) month period, the year in question shall be deemed closed and provide neither Landlord nor Tenant shall be entitled to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or chargedrecover, as the case may be, are correct undercharges or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary overcharges for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by lawthat year. In the event there was an underpayment by MELINTATenant challenges the calculation of a particular line item on the Statement of Actual Adjustment, hereunder, then MELINTA shall promptly it may audit the calculation of such line item (but not the entire Statement of Actual Adjustment) for the prior two (2) years. If, on the basis of Tenant's review of Landlord's books and records, any Statement of Actual Adjustment is determined to be in no event later than error (that is to have resulted in an over charge to Tenant), Landlord shall (subject to its right to contest) reimburse Tenant within thirty (30) days following such determination for any overpayment of Operating Expenses, and, in addition, if the error resulted in an overcharge 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 MELINTA’s receipt of evidence of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear cost, the full reasonable cost of such Tenant's audit unless such 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 [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTAit is determined that Landlord undercharged Tenant for the Operating Expense in question, or an overcharge by WAKUNAGA of more than three percent (3%) of Tenant shall reimburse Landlord for the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditundercharged amount.

Audit. Any examination permitted Within 60 days after the Closing, Buyer will cause KPMG LLP/Norfolk (“KPMG”) to prepare and deliver to Agent and Buyer, at the expense of Buyer and Shareholders (provided that Shareholders shall not pay in excess of $75,000 in the aggregate under this Section 9.1 2.3(g) and Section 5.4), an audit report containing consolidated financial statements of the PHP Group for the interim period from January 1, 2002 through the Closing Date, including, a balance sheet as of the Closing Date, an income statement for the period from January 1, 2002 through the Closing Date and related footnotes prepared in accordance with GAAP (the “Closing Date Financial Statements”) including, among other statements and schedules, KPMG’s unqualified opinion thereon. The Actuary shall be conducted utilized to provide the actuarial services required to prepare the Closing Balance Sheet. In preparing the Closing Date Financial Statements, the Company and KPMG shall consider all Medical Claims, accrued expenses and other payables and claims primarily relating to the Business, including, without limitation, those falling within the definition of Ordinary Course of Business Claims. The actual amount of the Closing Book Value, as well as the resulting Closing Balance Sheet, shall be set forth in a schedule prepared by WAKUNAGA or any designee KPMG (including AbbVie“Closing Book Value Schedule”) reasonably acceptable to MELINTAbe included within the Closing Date Financial Statements. KPMG shall then issue a report on this Closing Book Value Schedule. KPMG shall forward a copy of the Closing Book Value Schedule to the parties with its report thereon with the Closing Date Financial Statements. Any disagreement between Buyer and Agent regarding the Closing Date Financial Statements, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA the Closing Book Value Schedule or the SublicenseeClosing Balance Sheet will be resolved by Agent and Buyer selecting an independent firm of certified public accountants of national reputation (“Second Accountants”) to resolve the dispute. If Agent and Buyer are unable to agree on the choice of Second Accountants, they will select a “Big 4” accounting firm by lot (after excluding KPMG) as Second Accountants. The parties shall have an opportunity to present their position to the Second Accountants and shall cooperate with the Second Accountants in making available to them any records or work papers requested by the Second Accountants. After review of all necessary records, work papers and presentations, the Second Accountants will adopt and approve, either with or without modification, the Closing Date Financial Statements, the Closing Book Value Schedule and the Closing Balance Sheet with such modifications, if any will for all purposes be deemed to be the Closing Date Financial Statements, the Closing Book Value Schedule and the Closing Balance Sheet, as applicable. The decision of the Second Accountants shall be set forth in writing and will be conclusive and binding on the parties and subject to judicial enforcement. Each party shall bear one-half of the cost of the Second Accountants. If the Closing Balance Sheet shows a Closing Book Value of less than the Required Net Worth, then the difference between such amounts shall be referred to as the “Actual Deficit.” If the Closing Balance Sheet shows a Closing Book Value of more than the Required Net Worth, then the difference between such amounts shall be referred to as the “Actual Excess.” Within five Business Days after delivery of the final Closing Balance Sheet, the following payments (“Net Worth Adjustment”) shall be made: (i) if there is an Actual Excess, and such examination shall take place at (x) if the facility where such records are maintained. Each such examination amount of the Actual Excess exceeded the Excess or there was a Deficit, then the difference between the Actual Excess and the Excess or Deficit shall be limited paid immediately by Buyer by wire transfer to pertinent books and records for a period Agent on behalf of five Shareholders or (5y) years prior to if the date amount of the audit request. Before permitting any independent accounting firm or party other Actual Excess was less than WAKUNAGA the Excess then the difference between the Actual Excess and the Excess shall be paid immediately by Escrow Agent out of the Escrowed Amount to have access to such books Buyer by wire transfer; and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTAii) as to any confidential information which if there is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicablean Actual Deficit, and amounts paid (x) if the amount of the Actual Deficit exceeded the Deficit or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunderExcess, then MELINTA the difference between the Actual Deficit and the Deficit or the Excess shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt be paid immediately by Escrow Agent out of the independent auditor’s report so correctly concludingEscrowed Amount to Buyer by wire transfer or (y) make payment if the amount of the Actual Deficit was less than the Deficit, then the difference shall be paid immediately by Buyer by wire transfer to WAKUNAGA Agent on behalf of Shareholders. Further, unless otherwise provided for in this Agreement, Newco Group otherwise shall be responsible for completion of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month periodrequired plan audit, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars the preparation and filing of any required Annual Report (US$50,000IRS Form 5500 and any related audit report) for Benefit Plans assumed by Newco Group prior to Closing. Otherwise, the proper maintenance, operation, funding, auditing and reporting of any Benefit Plan assumed by Newco Group shall be Newco Group’s responsibility, both for Plan Years arising prior to Closing and subsequent years (except as to those plan contributions required from the Company for periods prior to Closing), in which case, MELINTA shall bear the full cost of such audit.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee During the Term and for two (including AbbVie2) reasonably acceptable years thereafter. Company agrees to MELINTAkeep all usual and proper records relating to its reproduction and use of the Hosted Products. Notwithstanding the provisions of the applicable ASLA, and MELINTA and Sublicensees shall make their records availablein order to verify Company's compliance with the terms of this Agreement, during normal business hoursthe Term and for two (2) years thereafter, after at least fifteen Microsoft may cause (15i) days’ prior written notice an audit to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent made of Company's books and records for a period and/or (ii) an inspection to be made of five (5) years prior to the date of the audit requestCompany's facilities and procedures. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA Microsoft may require such independent accounting firm and its personnel involved in such cause an audit to sign a confidentiality agreement be made only one time per twelve (in form and substance reasonably acceptable 12) month period so long as no material unlicensed use of Hosted Products is found to MELINTA) as to exist. Should any confidential information which is to material unlicensed use of Hosted Products be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was found during an underpayment by MELINTA, hereunderaudit, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of Microsoft may perform another audit within the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any same twelve (12) month period. Any audit and/or inspection shall be conducted during regular business hours at Company's facilities, with at least three (3) days' notice, and which aggregate incorrect amount is in such a manner as not less to interfere unreasonably with the operations of the Company. Any audit shall be conducted by an independent certified public accountant selected by Microsoft (other than fifty thousand U.S. dollars (US$50,000on a contingent fee basis). Prior to an audit, Micrsoft will enter into a non-disclosure agreement with the independent public accountant performing the audit that will obligate such independent public accountant to hold in which caseconfidence any of Company's or Company affiliates' confidential information, MELINTA 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 relevant Company records and facilities. Company shall bear the full cost of promptly acquire sufficient Licenses to cover all usage disclosed by any such audit. In addition, if any such audit discloses material unlicensed use of Hosted Products, 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 twenty percent (20%) of the price established by Microsoft (as set forth on the then current Hosted Product Price List) of the Licenses required to be acquired pursuant to the preceding sentence. For purposes of this section, "material unlicensed use of Hosted Products" shall exist if, upon audit, it is determined that, with respect to any Hosted Product the Company has Licenses for fewer than ninety-five percent (95%) of the copies made or access rights provided which 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 sufficient Licenses for the Hosted Products it is using and has otherwise complied with the terms of this Agreement, (y) enforcing its rights under this Agreement and any applicable laws, and (z) determining if Company has accurately reported Third Party contract information to Microsoft. Microsoft will hold all such information in confidence.

Audit. Any examination permitted Provided that Tenant is not in default under Section 9.1 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 operating expense recoveries in commercial leases, shall be conducted by WAKUNAGA or any designee have the right to examine Landlord's books and records relating to Operating Expenses upon reasonable prior notice given within ninety (including AbbVie90) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records availabledays after receipt of Landlord's annual reconciliation, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place hours at the facility place or places where such records are maintainednormally kept. Each such examination Tenant's representative shall be limited 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 pertinent books matters 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 records including support for such findings with specific reference to 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 five (5) years prior 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 certified public accountant selected by Landlord, whose certification as to the date proper amount shall be final and binding on Landlord and Tenant. Tenant shall promptly pay the cost of the audit request. Before permitting any independent accounting firm or party such certification and all other than WAKUNAGA costs incurred by Tenant to have access to such examine Landlord's books and records. Pending resolution of any such exceptions in the foregoing manner, MELINTA may require such independent accounting firm and its personnel involved Tenant shall continue paying Tenant's Share of Operating Expenses in such audit the amounts determined by Landlord, subject to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to adjustment upon resolution of any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting objections by Tenant. If the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereundercertification determines that Landlord overstated Tenant's Share of Operating Expenses, then MELINTA Tenant shall promptly (but in no event later than receive a credit for the amount of such overpayment against the next installment(s) of Operating Expenses; provided, however, that if the Term has expired Landlord shall pay Tenant the excess within thirty (30) days after MELINTA’s receipt the certification is finalized. If the certification determines that Landlord understated Tenant's Share of Operating Expenses, then Tenant shall pay such sum due with its next monthly installment of Rent. Landlord shall have the independent auditor’s report so correctly concluding) make payment same rights with respect to WAKUNAGA Tenant's nonpayment of Operating Expenses as it has with respect to any shortfall. WAKUNAGA shall bear the full cost other nonpayment of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditRent under this Lease.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or ‌ The City may at any designee time upon thirty (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (1530) days’ prior written notice to MELINTA Concessionaire, cause a complete audit to be made by an auditor or accountant selected by the SublicenseeCity of the entire records and operations of Concessionaire and/or any subconcessionaires, as applicablelicensees and/or assignees, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior if any, relating to the date of Premises for the audit request. Before permitting period covered by any independent accounting firm statement issued or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is required to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2issued by Concessionaire as above set forth in Article IV. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except Concessionaire shall make available to the extent necessary for WAKUNAGA to enforce City’s auditor at its rights under this Agreement or if disclosure is required by law. In office in the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than Airport within thirty (30) days after MELINTAfollowing the City’s receipt written notice requiring such audit, all of the independent auditor’s report so correctly concluding) books, source documents, accounts, records and sales tax reports of Concessionaire which such auditor deems necessary or desirable for the purpose of making such audit. If the audit is conducted after the expiration of this Agreement, Concessionaire shall make payment to WAKUNAGA of any shortfallthe records available at the address indicated by City. WAKUNAGA shall bear the full cost of If such audit unless discloses that Concessionaire’s Gross Receipts as previously reported for the period audited were understated, Concessionaire shall immediately pay to the City the additional Percentage Rent due for the period audited together with interest at the Interest Rate from the date(s) such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTEDamount was originally due. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTAFurther, or an overcharge by WAKUNAGA if such understatement was in excess of more than three percent (3%) of Concessionaire’s actual Gross Receipts as disclosed by such audit, Concessionaire shall immediately pay to the aggregate amount due WAKUNAGA City or charged to MELINTA, respectively, in any twelve (12) month period, the City’s designee the reasonable and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full actual cost of such audit, within 30 days of an invoice therefor. If such understatement was in excess of five percent (5%) of Concessionaire’s Gross Receipts as disclosed by such audit due to Concessionaire’s intentional, willful or fraudulent act or omission, the City may declare this Agreement terminated and the Term ended, in which event this Agreement 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 set forth in this Agreement for expiration of the Term, and Concessionaire shall vacate and surrender the Premises on or before such date in the condition required by this Agreement for surrender upon the expiration of the Term. If upon examination or audit the City’s auditor, accountant or representative reasonably determines that sufficient documentation is not maintained, retained, recorded, or available in accordance with GAAP to verify Concessionaire’s actual Gross Receipts, Concessionaire shall pay for the reasonable and actual cost of such audit and, in addition, should the City deem it necessary, Concessionaire shall reconstruct, at its sole cost and expense, all records for the determination of Gross Receipts for any period being audited. If Concessionaire is not able to provide records as required under this Article, City reserves the right to review records/conduct an audit at Concessionaire’s office within the continental United State of America, at Concessionaire’s full expense. City shall be entitled and Concessionaire shall advance all expenses associated with conducting the audit.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or At its option, Lessor may at any designee time, upon not less than thirty (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (1530) days’ , prior written notice to MELINTA or the SublicenseeLessee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited arrange for an Independent Certified Public Accountant of reputable standing selected by Lessor to pertinent books and records for conduct a period of five complete audit (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign including a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submittedphysical inventory, if applicable) of the entire records and operations of Lessee included in Gross Revenues from the Premises pertaining to the period covered by any statement issued by Lessee. Lessee shall make available to the Lessor’s auditor at the Premises or Lessee’s main accounting office on the day set forth in Lessor’s notice, requiring such audit, all of the financial records, source documents, variance reports, general ledgers, management reports, arrearage reports, check registers, and amounts paid or charged, as any other materials which such auditor reasonably requests in writing for the case may be, are correct or incorrectpurpose of performing such audit. WAKUNAGA agrees Lessee shall promptly pay to hold Lessor the amount of any deficiency in strict confidence all information Percentage Rent payments disclosed to it pursuant to this Section 9.2., except by any such audit if not disputed. If such audit shall disclose that Lessee’s statement of Gross Revenues is at variance following the dispute resolution set forth below to the extent necessary for WAKUNAGA of five percent (5%) or more, Lessor may xxxx to enforce its rights under this Agreement or if disclosure is required by law. In Lessee the event there was an underpayment by MELINTAcost of such audit, hereunder, then MELINTA which Lessee shall promptly (but in no event later than pay within thirty (30) days after MELINTALessee’s receipt of the independent auditorLessor’s report so correctly concluding) make payment to WAKUNAGA of any shortfallinvoice. WAKUNAGA shall bear the full cost of If such audit unless shall disclose an overpayment, Lessor shall credit such overpayment toward the next payment(s) of Rent due. In addition to the foregoing, and in addition to all other remedies available to Lessor, in the event Lessee and Lessor’s auditor shall schedule a date for an audit of Lessee’s records, and Lessee shall fail to be available upon three (3) days’ notice or shall otherwise fail to comply with the requirements for such audit, Lessee shall pay all costs and expenses associated with the canceled audit. Lessor and Lessee agree to attempt to resolve any audit dispute not resolved in sixty (60) days following delivery of the final audit by submitting the results of the disputed audit to a mutually acceptable third-party Certified Public Accounting firm for its opinion, the fees of which shall be paid equally by both parties. Lessor shall additionally have such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTEDrights as are set forth by Section 18-102, City Code, which is deemed as being incorporated by reference as if fully set forth herein. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting In addition Lessor shall have the ability but not the duty to conduct inspections, as are set forth in Sections 00-000-000, City Code, deemed as being incorporated by MELINTAreference as if fully set forth herein, or an overcharge by WAKUNAGA of more than three percent (3%) from time to time, of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditPremises as provided.

Audit. Any examination permitted under Section 9.1 Landlord shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent keep books and records regarding Total Operating Costs. All records shall be retained for at least three (3) years. At the request of Tenant (“Tenant’s Audit Notice”) given within one hundred eighty (180) days after Landlord delivers Landlord’s statement of Total Operating Costs with respect to any fiscal year during the Term, Tenant (at Tenant’s expense) shall have the right to examine Landlord’s books and records applicable to Total Operating Costs for such fiscal year. Such right to examine the records shall be exercisable: (i) upon reasonable advance notice to Landlord and at reasonable times during Landlord’s business hours and (ii) only during the 60-day period (the “Audit Period”) following Tenant’s Audit Notice. Landlord shall make such books and records available at Landlord’s office in Massachusetts or at the Property, or in electronically accessible form. [***], conducted by either a period of five (5) years prior to the date of the audit request. Before permitting any independent certified public accountant from a nationally-recognized accounting firm or party other than WAKUNAGA to have access to a nationally-recognized commercial real estate services firm, in either case as approved by Landlord for such books and records, MELINTA may require purpose (such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is approval not to be provided to such accounting firm unreasonably withheld, conditioned or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitteddelayed), if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses Tenant may submit the dispute for determination by an underreporting arbitration conducted by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) the Boston Office of the aggregate amount due WAKUNAGA American Arbitration Association (“AAA”) in accordance with the Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been separately filed with the Commission. AAA’s commercial real estate arbitration rules. The arbitrator shall be selected by AAA and shall be a certified public accountant with at least ten (10) years of experience in auditing Class A commercial office and laboratory buildings and who shall not be affiliated with either Landlord or charged Tenant and has not worked for either party or its affiliates at any time during the prior five (5) years. [***]. Any auditing firm retained by Tenant pursuant to MELINTAthis paragraph shall not be compensated on a contingent fee basis. [***]. As a condition precedent to performing any such examination of Landlord’s books and records, respectivelyTenant’s examiners shall be required to execute and deliver to Landlord an agreement in form reasonably acceptable to Landlord agreeing to keep confidential any non-public, confidential information that they discover about Landlord or the Building or the Property in any twelve (12) month period, connection with such examination and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear to disclose the full cost results of such auditexamination except as required by law. Notwithstanding any prior approval of any examiners by Landlord, Landlord shall have the right to rescind such approval at any time if in Landlord’s reasonable judgment the examiners have breached any confidentiality undertaking to Landlord or cannot provide reasonably acceptable assurances and procedures to maintain confidentiality.

Audit. Any examination permitted under Section 9.1 Cornerstone shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTAkeep and maintain true and complete records setting forth the gross sales of the Product in the Territory, and MELINTA and Sublicensees shall make their of all matters relating to the computation of the Net Sales of the Product in the Territory, including quantities of Product used as clinical supplies or in patient assistance programs, volume of Product distributed, or records availableotherwise related to Cornerstone’s performance of its obligations under this Agreement, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five [***] following such sales, such records shall be open to inspection at Cornerstone’s corporate headquarters on thirty (530) years prior days written notice provided by Chiesi, during the normal office hours of Cornerstone (but not more frequently than once per year) by a nationally recognized independent certified public accountant selected by Chiesi and reasonably acceptable to Cornerstone, and retained solely for the date purpose of auditing the same at Chiesi’s expense; provided, however, that records with respect to any Calendar Quarter may be audited no more than once in connection with the same audit and/or subject matter; provided, further that nothing in this Section 6.5.1 shall limit Chiesi’s right to have audited Cornerstone’s records with respect to any Calendar Quarter in connection with Chiesi’s year-end review. Such audit shall be conducted exclusively for the purpose of verifying the accuracy of reports delivered by Cornerstone to Chiesi pursuant to Section 6.4 and the accuracy of Cornerstone’s determination of the audit requestamounts payable or paid by Cornerstone to Chiesi hereunder. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to The accountant shall sign a confidentiality agreement (in form prepared by Cornerstone and substance reasonably acceptable shall then have the right to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting examine the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it records kept pursuant to this Section 9.2., except 6.5.1 and report to Chiesi the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly findings (but in no event later than not the underlying data) of such examination of records. The accountant shall provide a draft copy of the report to Chiesi and Cornerstone for review and comment, and each of Chiesi and Cornerstone shall have thirty (30) days after MELINTAreceipt of that report to review and comment on the report which comments shall be provided to the accountant and to each other. The final report shall be provided simultaneously to Chiesi and Cornerstone by the independent certified public accountant within twenty (20) days after the accountant’s receipt and consideration of such comments. In the event that an audit has been initiated by Chiesi, the records that have been the subject of the independent auditor’s report so correctly concludingaudit shall be kept until the later of (i) make payment to WAKUNAGA the expiry of any shortfalltime period set out in Section 6.5.2 for the payment or credit of any amounts owing or (ii) the resolution of any dispute arising from the audit. WAKUNAGA shall bear If such examination of records reveals more than a five percent (5%) underpayment of any amounts payable hereunder as compared to the full cost amounts actually reported by Cornerstone as payable to Chiesi, as determined by such examination for the period which is the subject of such audit unless such audit examination, the expenses for said accountant shall be borne by Cornerstone. [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) Confidential portions of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, exhibit have been omitted and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear filed separately with the full cost of such auditSecurities and Exchange Commissions.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or (a) At its option, Lessor may at any designee time, upon ten (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (1510) days’ , prior written notice to MELINTA Lessee, arrange for an auditor selected by Lessor to conduct a complete audit (including a physical inventory) of the entire records and operations of Lessee and Sub-lessee included in Gross Revenues from the Premises during the period covered by any statement issued by Lessee. Lessee shall make available to the Lessor's auditor at the Lease Area or Lessee's main accounting office on the Sublicenseeday set forth in Lessor's notice, as applicablerequiring such audit, all of the financial records, source documents, and other items listed in Section 4.4 hereof and any other materials which such examination auditor deems necessary or desirable for the purpose of performing such audit. Lessee shall take place at promptly pay to Lessor the facility where amount of any deficiency in Minimum Percentage Rent payments disclosed by any such records are maintainedaudit. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in If such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which shall disclose that Lessee's statement of Gross Revenues is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except at variance to the extent necessary for WAKUNAGA of five percent (5%) or more, Lessor may xxxx to enforce its rights under this Agreement or if disclosure is required by law. In Lessee the event there was an underpayment by MELINTAcost of such audit, hereunder, then MELINTA which Lessee shall promptly (but in no event later than pay within thirty (30) days after MELINTA’s Lessee's receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfallLessor's invoice. WAKUNAGA shall bear the full cost of If such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA shall disclose that Lessee's statement of more than three Gross Revenues is at variance to the extent of ten percent (310%) of the aggregate amount due WAKUNAGA or charged to MELINTAmore, respectivelythen Lessor, in any twelve addition to the foregoing remedy and other remedies available to Lessor, shall have the option, upon Lessee's failure to pay such additional sums within thirty (1230) month perioddays after written notice to the Lessee, to declare this Lease terminated and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)the Lease Term ended, in which caseevent 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, MELINTA and Lessee shall bear vacate and surrender the full cost Lease Area but shall 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, Lessor shall credit such overpayment towards the next payment of Rent due. In addition to the foregoing, and in addition to all other remedies available to Lessor, in the event Lessee's auditor and Lessor's auditor shall schedule a date for an audit of Lessee's records, and Lessee shall fail to be available or shall otherwise fail to comply with the requirements for such audit, Lessee shall pay all costs and expenses associated with the canceled audit.

Audit. Any examination permitted under Section 9.1 Upon at least 30 days’ advance written notice by ACT, Company shall be conducted permit, and shall cause its Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by WAKUNAGA or ACT (who has not been engaged by ACT to provide any designee (including AbbVie) material services in any other capacity at any time during the three-year period before such selection), and reasonably acceptable to MELINTACompany or such Sublicensee, to have access to and MELINTA and Sublicensees shall make their records availableto review, during normal business hours, after at least fifteen (15) days’ hours on business days upon reasonable prior written notice notice, the applicable records of Company and its Sublicensees to MELINTA or verify the Sublicensee, as applicableaccuracy of the royalty payments pursuant to Section 3. Such review may cover: (a) the records for sales made in any calendar year ending not more than three years before the date of such request, and (b) only those periods that have not been subject to a prior audit. Except as described hereafter, all such examination audits shall take place be conducted at the facility where such records are maintainedexpense of ACT. Each such examination Such audits shall be limited conducted not more than once in each calendar year and not more than once for each audited period. In the event such accountant concludes that additional payments of any kind as required by this Agreement were owed to pertinent books and records for a period of five (5) years prior to ACT during such period, the additional amounts shall be paid within 30 days after the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA corresponding invoice sent by ACT and delivered to have access to such books and recordsCompany with copy of the aforementioned accountant’s written report so concluding, MELINTA may require such independent accounting firm and its personnel involved in unless Company disputes the results of such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to accordance with Section 13.3. The fees charged by such accountant shall be provided to such accounting firm or to which such accounting firm will have access while conducting paid by ACT, unless the audit under this Section 9.2. The reviewing independent accounting firm will prepare discloses that the amounts payable by Company for the audited period are more than 110% of the amounts actually paid for such period, in which case Company shall pay the reasonable fees and provide to MELINTA a written report stating whether expenses charged by the reports submitted, if applicable, and amounts paid or charged, as accountant for such audit (pending the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it results of any dispute initiated by either Party pursuant to this Section 9.2., except 13.3 with respect to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by lawsame). In the event such accountant concludes that there was an underpayment overpayment by MELINTACompany to ACT during such period, hereunderat Company’s option, then MELINTA the overpayment shall promptly (but in no event later than thirty (30) be paid by ACT to Company within 30 days after MELINTA’s receipt the date of the independent auditor’s report so correctly concluding) make payment corresponding invoice sent by Company to WAKUNAGA of any shortfall. WAKUNAGA shall bear ACT, unless ACT disputes the full cost results of such audit unless in accordance with Section 13.3. ACT shall cause the independent certified public accountant to keep confidential any information obtained during such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTEDinspection in accordance with the provisions set forth in Section 7 hereof. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTAThe Parties agree that all information subject to review under this Section 4.3 or under any Sublicense agreement is, or an overcharge by WAKUNAGA as between the Parties, the Confidential Information of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditCompany.

Audit. Any examination permitted under Section 9.1 MITSUBISHI shall keep and shall cause to be conducted kept accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by WAKUNAGA or VERTEX. Upon the written request of VERTEX, at VERTEX’s expense and not more than once in any designee (including AbbVie) reasonably acceptable to MELINTAcalendar year, MITSUBISHI shall permit an independent accountant of national prominence selected by VERTEX, and MELINTA and Sublicensees shall make their records availableapproved by MITSUBISHI, to have access during normal business hourshours 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, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period in respect of five (5) years any calendar year ending not more [***] prior to the date of the audit requestsuch notice. Before permitting Such accountant shall not disclose any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved information except that which should properly be contained in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit sales report required under this Section 9.2Agreement. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold MITSUBISHI shall include in strict confidence all information disclosed to 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 9.2.6.5. Upon the expiration of three (3) years following the end of any calendar year, except the calculation of amounts payable with respect to such calendar year, unless 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. The report prepared by such independent accountant, a copy of which shall be sent or otherwise provided to MITSUBISHI by such independent accountant at the extent necessary for WAKUNAGA same time it is sent or otherwise provided to enforce VERTEX, shall contain the conclusions of such independent accountant regarding the audit and will specify that the amounts paid to VERTEX pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If such independent accountant’s report shows any underpayment, MITSUBISHI shall remit or shall cause its rights under this Agreement Affiliates or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than sublicensees to remit to VERTEX within thirty (30) days after MELINTA’s MITSUBISHI’ receipt of such report, (i) the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost amount of such audit unless underpayment and (ii) if such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three underpayment exceeds five percent (35%) of the aggregate total amount due WAKUNAGA or charged to MELINTAowed for the calendar year then being audited, respectively, in any twelve (12) month period, the reasonable and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost necessary fees and expenses of such independent accountant performing the audit, subject to reasonable substantiation thereof. Any overpayments shall be 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 that VERTEX shall retain and cause its accountant to retain all such information in confidence.

Audit. Any examination permitted under Section 9.1 Angion shall be conducted have the right, at its own expense and not more than once in any four consecutive calendar quarters during the term of this Agreement (except for one (1) post­ termination audit), to have an independent, certified public accountant, selected by WAKUNAGA or any designee (including AbbVie) Angion and reasonably acceptable to MELINTAOhr, review the records ofOhr, its Affiliates and MELINTA and Sublicensees shall make their records availablesublicensees, during normal business hours, after at least fifteen (15in the location(s) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintainedmaintained by Ohr upon reasonable notice (which shall be no less than forty five (45) days 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. Each The independent public accountants selected by Xxxxxx and agreed to by Ohr will be required to sign Xxx's confidential disclosure agreement prior to performing any audit procedures or receiving any information from Ohr. The report and communication of such examination accountant shall be limited to pertinent books a certificate stating whether any report made or payment submitted by Ohr during such period is accurate or inaccurate and records for the amount of any payment discrepancy, regardless if the discrepancy is favorable or unfavorable to Angion. Ohr shall receive a period copy of five (5) years prior each such report concurrently with receipt by Xxxxxx. Should the inspection lead to the date discovery of a discrepancy to Xxxxxx'x detriment, Ohr shall pay the amount of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement discrepancy (in form and substance reasonably acceptable to MELINTAwithout interest) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than within thirty (30) days after MELINTA’s receipt ofOhr's agreement with the findings of the independent auditor’s report so correctly concludinginspection. Should the inspection lead to the discovery ofa discrepancy to Xxx's detriment, Ohr will have the right to deduct such amount (without interest) make from any future royalty payment obligations; to WAKUNAGA of any shortfallthe extent that no or insufficient future royalty obligations are due to Angion, Xxxxxx agrees to pay such amount to Ohr within thirty (30) days ofreceiving an invoice from Angion. WAKUNAGA Angion shall bear pay the full cost of such audit the inspection unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more the discrepancy is greater than three five percent (35%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)Angion's detriment, in which casecase 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, MELINTA shall bear manufacture, and commercialize Licensed Products. Notwithstanding the full cost foregoing, Ohr does not represent or warrant to Angion that any commercializable product will be developed hereunder or that any Licensed Product will be commercially exploitable or of such audit.any commercial value. 5.2

Audit. Any examination permitted Subject to the confidentiality provisions of this Agreement, during the Term of this Agreement and for a period of two (2) years thereafter, NeuLion shall keep and maintain accurate and complete books and records of account in connection with its performance under Section 9.1 this Agreement (including without limitation internet protocol addresses all data related to the STBs and the Service and all other items with respect to which NeuLion has any reporting obligations to Company hereunder). For clarity, with the exception of Contested Xxxx Subscriber Information (with respect to which amounts payable thereunder are outstanding as of the date that is five (5) days following the end of the Wind Down Period), all Subscribers, former Subscribers and Migrated Subscribers shall be conducted identified in NeuLion’s books and records by WAKUNAGA such Subscribers’, former Subscribers’ and Migrated Subscribers’ corresponding STB MAC address(es), or by such other information as may be mutually agreed upon by the Parties in writing that uniquely identifies each such Subscriber, former Subscriber and Migrated Subscriber. For further clarity (and without limitation of any designee of the foregoing) this Section 22 shall not affect NeuLion’s obligations to return and/or destroy Confidential Information (including AbbViewithout limitation Subscriber Information) reasonably acceptable in accordance with the terms and conditions of this Agreement. Company may audit the books and records of NeuLion relevant to MELINTAthis Agreement no more than twice each year. All such audits shall be performed at NeuLion’s principal offices, and MELINTA and Sublicensees shall make their records availablein the United States, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintainedkept by an independent accounting firm chosen by Company. Each such examination Except as otherwise provided in this Section 22, all audits shall be limited performed at the sole expense of the Company. All such audits will take place on reasonable notice and during NeuLion’s normal business hours. Such audits will be conducted to pertinent determine that NeuLion is or has performed in accordance with the terms and conditions of this Agreement and all Business Rules (including without limitation, with respect to NeuLion’s accounting, billing, cash collection and cash distribution obligations in connection with this Agreement). NeuLion shall cooperate with Company by making available all personnel and books and records for a period of five (5) years prior relevant to this Agreement that are requested by the date of the audit request. Before permitting any applicable independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent during any audit conducted hereunder. Any accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to discrepancies will be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than resolved within thirty (30) days after MELINTA’s receipt from the last day of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear audit, and in the full cost of such audit unless such audit [event those discrepancies reveal an overcharge of, or underpayment to, Company by Neulion that is ***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA****, NeuLion will pay the amount of such overpayment or an overcharge by WAKUNAGA of more than three percent (3%) underpayment together with the reasonable and actual costs of the aggregate amount due WAKUNAGA or charged audit incurred by Company within sixty (60) days of the completion of the applicable audit. The audited books and records as well as the results of any such audit shall be considered Confidential Information as set forth in this Agreement; provided, however, nothing in this provision shall be construed to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear preclude the full cost use of such auditmaterials in the course of litigation between the Parties regarding this Agreement, if necessary. Company shall be entitled to conduct an audit regardless of the existence of any claim, dispute, controversy, litigation or other action between the Parties. The provisions of this Section 22 shall survive expiration or termination of this Agreement for any reason or no reason for a period of two (2) years.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or Provided there is no Event of Default nor any designee (including AbbVie) reasonably acceptable to MELINTAevent which, and MELINTA and Sublicensees shall make their records availablewith the passage of time and/or the giving of notice would constitute an Event of Default, during normal business hoursTenant may, after upon at least fifteen ten (1510) days’ prior written notice notice, inspect or audit Landlord’s records relating to MELINTA or Operating Costs and/or Taxes for any periods of time within the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of previous fiscal year before the audit requestor 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 perform such inspection or audit). Before permitting any independent accounting firm or party other than WAKUNAGA to have Landlord shall provide Tenant with access to such books and recordsrecords 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, MELINTA may require no audit or inspection shall extend to periods of time before the Additional Rent Commencement Date. If Tenant fails to object to the calculation of Xxxxxx’s Share of Operating Costs and/or Taxes on the Year-End Statement within ninety (90) days after such independent accounting firm and its personnel involved in statement has been delivered to Tenant and/or fails to complete any such audit or inspection within sixty (60) days after Landlord’s records are made available to sign a confidentiality agreement (Tenant in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under accordance with this Section 9.2. The reviewing independent accounting firm will prepare and provide 5.2(g), then Tenant shall be deemed to MELINTA a written report stating whether have waived its right to object to the reports submitted, if applicable, and amounts paid or chargedcalculation of Tenant’s Share of Operating Costs and/or Taxes, as the case may be, are correct for the year in question and the calculation thereof as set forth on such statement shall be final. Tenant’s audit or incorrectinspection 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 Landlord. WAKUNAGA agrees Tenant shall pay the cost of such audit or inspection, provided, however, that if such audit discloses that Tenant has been overcharged by more than five percent (5%), Landlord shall reimburse Tenant for Tenant’s reasonable out-of-pocket costs incurred in connection with such audit. Tenant may not conduct an inspection or have an audit performed more than once during any fiscal year. If such inspection or audit reveals that an error was made in the calculation of Tenant’s Share of Operating Costs or Taxes previously charged to hold Tenant, 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 (it being understood that if Tenant shall cure any such default within applicable notice and/or cure periods provided in strict confidence all information disclosed Section 20.1 below, then Tenant shall thereafter be entitled to it pursuant to this Section 9.2.take such credit), except that if such difference is determined after the end of the Term, Landlord shall refund such difference to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than Tenant within thirty (30) days after MELINTA’s receipt of such determination to the independent auditor’s report so correctly concluding) make payment extent that such difference exceeds any amounts then due from Tenant to WAKUNAGA Landlord. If such inspection or audit reveals an underpayment by Xxxxxx, then Tenant shall pay to Landlord, as Additional Rent hereunder, any underpayment of any shortfallsuch costs, after deducting the reasonable out of pocket costs of such inspection or audit, within thirty (30) days after such underpayment is determined. WAKUNAGA Tenant shall bear maintain the full cost 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 acceptable to Landlord, (B) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the results of such audit unless or inspection, and (C) which executes Landlord’s standard confidentiality agreement whereby it shall agree to maintain the results of such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTEDor inspection confidential. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, The provisions of this Section 5.2(g) shall survive the expiration or an overcharge by WAKUNAGA earlier termination of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditthis Lease.

Audit. Any examination permitted under Section 9.1 shall During the Term and for one (1) year thereafter, Baxter ----- agrees to keep records of all worldwide Net Sales of Products by Baxter in sufficient detail to enable the royalties paid hereunder to be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintaineddetermined. Each such examination shall be limited to pertinent Nexell may audit Xxxxxx'x books and records for a period of five (5) years prior to the date of the audit requestother for the purpose of determining compliance with the terms of this Section 7. Before permitting any Nexell may use independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA outside auditors (who may require such independent accounting firm and its personnel involved participate fully in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by lawaudit). In the event there was that an underpayment by MELINTA, hereunderaudit is proposed with respect to Xxxxxx'x proprietary information ("Restricted Information"), then MELINTA on the ---------------------- written demand of Baxter the individuals conducting the audit with respect to the Restricted Information will be limited to Nexell's independent auditors. In such event, Baxter shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt pay the costs of the independent auditor’s report so correctly concluding) make payment auditors conducting such audit, but only with respect to WAKUNAGA that portion of any shortfallthe audit relating to the Restricted Information. WAKUNAGA Such independent auditors shall bear enter into an agreement with Baxter, on terms that are agreeable to the full cost parties, under which such independent auditors shall agree to maintain the confidentiality of the information obtained during the course of such audit unless and establishing what information such auditors will be permitted to disclose in reporting the results of any audit of Restricted Information. Any such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTEDshall be conducted during regular business hours in a manner that does not interfere unreasonably with the operations of Baxter. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA The aggregate number of more than three percent audits of Xxxxxx'x books and records conducted under this Section 7 shall not exceed one (3%1) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, financial audit in any twelve (12) month periodperiod unless the next preceding audit disclosed a failure to conform to the terms of this Section 7. Subject to the foregoing limitations, and which aggregate incorrect amount is any such audit shall be conducted when requested by notice given not less than fifty thousand U.S. dollars thirty (US$50,000)30) days prior to the commencement of the audit. If by such audit Nexell discovers unauthorized activities, or if the amount of the royalties due set forth in which casethe auditor's report deviates by more than ten percent (10%) from the amount of royalties due reported by Baxter for the same period, MELINTA Baxter shall bear reimburse Nexell for the full cost of the audit. Any disputes arising out of an audit performed hereunder shall be submitted by the parties to an accounting firm acceptable to both Baxter and Nexell (or, if they cannot agree on such auditselection, a national (big five) accounting firm will be selected by lot after eliminating Xxxxxx'x and Nexell's regular outside firm of auditors) and the firm so selected (the "Arbitrator") shall be directed by Baxter and ---------- Nexell to review the items in dispute as promptly as reasonably practicable and, upon completion of such review, to deliver written notice to each of Baxter and Nexell setting forth the Arbitrator's resolution of each disputed item. The Arbitrator's review shall be conducted in accordance with the Commercial Arbitration Rules of the Center for Public Resources and the Arbitrator's determination shall be final and binding on the parties hereto. The place for such arbitration shall be Chicago, Illinois, or at such other place as may be agreed upon by Baxter and Nexell.

Audit. Any examination permitted under Section 9.1 Licensee shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTAkeep and maintain, and MELINTA shall cause each Approved System to keep and Sublicensees maintain, complete and accurate books of account and records at its principal place of business in connection with each of the Included Films and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the Statements and program guides referred to in Article 12 hereof. Licensor shall have the right during business hours to appoint an independent third party auditor to audit and check (accompanied, if required by Licensee’s contract with such Approved System, by a designee of Licensee and provided Licensee uses best efforts to make their records availablea designee available for such purpose) at Licensee’s and each Approved System’s principal place of business, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA Licensee’s or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent Approved System’s books and records for a period pertaining to the accuracy of five (5) years the statements and other financial information delivered to Licensor by Licensee or by such respective Approved System to Licensee and the amount of the Licence Fees paid or payable hereunder and to ensure compliance with Article 19 hereof. Licensor shall not be permitted to audit Licensee or any Approved System more than once during the Avail Term and shall provide at least 7 days written notice prior to conducting its audit. Licensee shall enter into agreements with each Approved System which incorporates the audit provisions set forth above. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If an examination establishes an error in Licensee’s computation of Licence Fees due with respect to the Included Films, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of 1½% % of the audit requestPrime Rate and the maximum rate permitted by applicable law. Before permitting If such error is in excess of 5% of such Licence Fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional Licence Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicableaudit, and amounts paid or charged, as (ii) reasonable attorney’s fees incurred by Licensor in enforcing the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by lawcollection thereof. In the event there was an underpayment by MELINTAthat the rate of interest set forth in this Article exceeds the maximum permitted legal interest rate, hereunder, then MELINTA such rate shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of be automatically reduced to the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month periodmaximum permitted legal interest rate, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), all other terms and conditions of this Agreement shall remain in which case, MELINTA shall bear the full cost of such auditforce and effect.

Audit. Any examination permitted under Landlord shall maintain books and records showing Operating Expenses and Tax Expenses in accordance with sound accounting and management practices, consistently applied. Subject to the terms and conditions of this Section 9.1 6.6, Tenant or its representative (which representative shall be conducted by WAKUNAGA a certified public accountant licensed to do business in the State of California and whose primary business is certified public accounting or any designee a member of Tenant’s finance department) shall have the right, for a period of ninety (including AbbVie90) reasonably acceptable days following the date upon which the Expense Statement is delivered to MELINTATenant, to examine and MELINTA audit (each, an “Audit”) Landlord’s books and Sublicensees shall make their records available, with respect to the items in such Expense Statement during normal business hours, after upon written notice, delivered at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior business days in advance. If Tenant does not object in writing to the date Expense Statement within ninety (90) days after Landlord’s delivery thereof, specifying the nature of the audit requestitem in dispute and the reasons therefor, then the Expense Statement shall be considered final and accepted by Tenant. Before permitting Any amount due to Landlord as shown on the Expense Statement, whether or not disputed by Tenant as provided herein shall be paid by Tenant when due as provided above, without prejudice to any independent accounting firm or party other than WAKUNAGA to have access to such written exception. Each Audit must be performed (i) at the location(s) where Landlord’s books and recordsrecords are maintained, MELINTA may require (ii) during normal business hours and (iii) in a manner that will not unreasonably interfere with Landlord’s business activities. Unless Landlord, in good faith, disputes the results of such independent accounting firm Audit, an appropriate adjustment shall be made between Landlord and its personnel involved Tenant to reflect any overpayment of Operating Expenses and Tax Expenses for the calendar year in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than question within thirty (30) days after MELINTAdays. Tenant agrees to pay the cost of any Audit; provided, however, that if the Audit reveals that Landlord’s receipt determination of the independent auditortotal Operating Expenses and Tax Expenses for the Project that was used as the basis of the relevant Expense Statement was in error in Landlord’s report so correctly concluding) make payment favor by more than five percent (5%), then Landlord agrees to WAKUNAGA of any shortfall. WAKUNAGA shall bear pay the full cost actual, out-of-pocket costs of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting Audit incurred by MELINTA, or an overcharge by WAKUNAGA of more than three percent Tenant (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month periodwhich costs must be determined on a reasonable hourly basis, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000a percentage or contingent fee basis), in which case, MELINTA shall bear . Tenant’s rights under this Section 6.6 are subject to the full cost of such audit.following additional conditions:

Audit. Any examination permitted under Section 9.1 During the term of this Agreement, Supplier shall be conducted by WAKUNAGA permit NX or an independent firm on NX’s behalf (excluding any designee (including AbbViecompetitors of Supplier, i.e. any companies who are active in the business of contract manufacturing for third parties and achieve a significant part of their revenue from such contract manufacturing activities, unless this is only ancillary to other activities of such company) reasonably acceptable the right to MELINTAconduct audits and inspections with respect to the manufacture, sale, and MELINTA delivery of Products and Sublicensees Supplier’s activities under this Agreement in order to verify compliance with the terms and conditions of this Agreement. NX shall make their records available, provide reasonable advance notice of its intent to audit and shall conduct that audit during Supplier’s normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination . NX shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the not conduct an audit request. Before permitting any independent accounting firm or party other more than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses ], unless an underreporting by MELINTAaudit reveals a material compliance breach, or an overcharge by WAKUNAGA of more than three percent (3%) of if the aggregate amount due WAKUNAGA audit arises from a governmental investigation or charged regulatory request. Third Party auditors shall be subject to MELINTA, respectively, the confidentiality obligation set forth in any twelve (12) month periodthis Agreement, and which aggregate incorrect the audit and any findings will be treated as Supplier Confidential Information. If any audit or inspection reveals that NX or its Affiliates have overpaid any amount is not less than fifty thousand U.S. dollars (US$50,000)owed to Supplier, Supplier shall promptly pay to NX such overpaid amount. If any audit or inspection reveals that NX or its Affiliates have been underpaid any amount owed to Supplier, Supplier shall have the right to promptly invoice such underpaid amount. The audit or inspection shall be conducted at NX’s expense, unless [***], in which casecase Supplier will reimburse NX for all reasonable costs and expenses incurred by NX in connection with such audit or inspection, MELINTA [***]. Supplier shall bear immediately take all necessary or desirable corrective and preventive actions, in each case to the full cost extent they are commercially reasonable, to resolve any issues discovered by any audit or inspection conducted by or on behalf of NX, provided that if Supplier does not take all such actions, NX may terminate this Agreement (together with all Statements of Work) with immediate effect. The Parties agree that there shall be no financial audit of Supplier by NX; however, Supplier shall provide copies of (i) all invoices issued by Supplier (or any of its Affiliates) to NX (or any Affiliate of NX) for Services pursuant to this Agreement and (ii) all purchase orders issued by NX (or any Affiliate of NX) to Supplier (or any of its Affiliates) for Services pursuant to this Agreement, in each case with reference to the period to be covered by the audit.

Audit. Any examination permitted under Section 9.1 Landlord shall keep books and records regarding Total Operating Costs. All records shall be retained for at least three (3) years. At the request of Tenant (“Tenant’s Audit Notice”) given within one hundred eighty (180) days after Landlord delivers Landlord’s statement of Total Operating Costs, Tenant (at Tenant’s expense) shall have the right to examine Landlord’s books and records applicable to Total Operating Costs for such fiscal year. Such right to examine the records shall be exercisable: (i) upon reasonable advance notice to Landlord and at reasonable times during Landlord’s business hours and (ii) only during the 120-day period (the “Audit Period”) following Tenant’s Audit Notice. In the event an audit of Landlord’s Total Operating Costs for such year, conducted by WAKUNAGA an independent certified public accountant retained by Tenant or an auditing firm approved by Landlord for such purpose, indicates that certain items were improperly included in Landlord’s Total Operating Costs. Landlord disputes the results of said audit, then Tenant may request that the amount of Additional Rent for Total Operating Costs for the year in question be determined by an audit conducted by a certified public accountant reasonably selected by both parties, provided that if the parties are unable so to agree within ten (10) days after receipt of Tenant’s notice, then within twenty (20) days after Tenant’s notice is given, Tenant may submit the dispute for determination by an arbitration conducted by the Boston Office of the American Arbitration Association (“AAA”) in accordance with the AAA’s commercial real estate arbitration rules. The arbitrator shall be selected by the AAA and shall be a certified public accountant with at least ten (10) years of experience in auditing commercial office buildings in the metropolitan Boston area. If the Additional Rent due as finally determined for such fiscal year is less than the Additional Rent paid by Tenant, Landlord Shall either, at Tenant’s option, refund to Tenant the difference in one lump sum within 30 days after Tenant’s request or credit same against Rent next due from Tenant. Tenant’s auditing firm shall be subject to the prior approval of Landlord, which approval may be granted or denied in Landlord’s reasonable discretion, and shall not be compensated on a contingent fee basis. Any of the following accounting firms shall be deemed acceptable to Landlord if not compensated on a contingent fee basis: Xxxxxx Xxxxxxxx, LLP; Xxxxx & Xxxxx, LLP; PricewaterhouseCoopers, LLP; KPMG Peat Marwick, LLP; and Deloitte & Touche, LLP. Notwithstanding the foregoing, Tenant’s request to audit Landlord’s books and records shall not extend the time within which Tenant is obligated to pay the amounts shown on Landlord’s statement of Total Operating Costs, and Tenant may not make the request to audit Landlord’s books and records at any designee (including AbbVie) time Tenant is in default of such payments or otherwise in default beyond applicable notice and cure periods under the Lease. In the event the audit determines that Tenant has been overcharged by 5% or more of the Additional Rent due with respect to Total Operating Costs, Landlord shall pay for the cost of said audit and/or the arbitration. In all other cases, Tenant shall pay for the cost of said audit and/or the arbitration. As a condition precedent to performing any such examination of Landlord’s books and records, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement in form reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice Landlord agreeing to MELINTA keep confidential any information that they discover about Landlord or the SublicenseeBuilding or the Property in connection with such examination. Without limiting the foregoing, as applicable, and such examination examiners shall take place at also be required to agree that they will not represent any other tenant in the facility where such records are maintained. Each such examination shall be limited to pertinent Building or the Property in connection with examinations of Landlord’s books and records for a period of five (5the Building unless said tenant(s) years have retained said examiners prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such first examination of Landlord’s books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it records conducted by Tenant pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law4.05. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA Notwithstanding any prior approval of any shortfall. WAKUNAGA examiners by Landlord, Landlord shall bear have the full cost of right to rescind such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, approval at any time if in Landlord’s reasonable judgment the examiners have breached any confidentiality undertaking to Landlord or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged cannot provide reasonably acceptable assurances and procedures to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditmaintain confidentiality.

Audit. Any examination permitted under Section 9.1 No more than once a year, Nasdaq may cause Extranet’s: (a) records; (b) reports and payments to Nasdaq; and (c) the 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 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: (i) Extranet's reports to Nasdaq; (ii) the payments connected therewith; and (iii) compliance with the Agreement and the Nasdaq Requirements. If the review conducted by WAKUNAGA Nasdaq determines there is underreporting, underpayment 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 designee adjustments of amounts previously remitted to Nasdaq within ninety (including AbbVie90) reasonably acceptable days after notice from Nasdaq, 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 MELINTANasdaq, and MELINTA and Sublicensees shall make their records availabletogether with applicable interest, during normal business hours, after at least the later of fifteen (15) days’ prior written notice to MELINTA days after the date of Nasdaq’s invoice or the Sublicenseeapplicable due date as set forth in the Nasdaq Requirements; if such audit or review discloses an overpayment, then Nasdaq will apply the overpayment for the sixty (60) days prior to the end of the period being reviewed as applicablea 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, and such examination then Extranet shall take place at the facility where such records are maintainedcomply with Nasdaq’s demand for compliance. Each such examination 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 pertinent books and records unpaid fees, together with interest, for a period of five the two (52) years prior to preceding the earlier of the date of the audit request. Before permitting any independent accounting firm that Extranet, Extranet’s auditors or party other than WAKUNAGA to have access to Nasdaq first knew that such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm underreporting or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submittedunderpayment has occurred, if applicable, and amounts paid such underreporting or charged, as underpayment is solely the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2result of a good faith error by Extranet., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit.

Audit. Any examination permitted under Section 9.1 Landlord shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent keep books and records regarding Total Operating Costs. All records shall be retained for at least three (3) years. At the request of Tenant (“Tenant’s Audit Notice”) given within one hundred eighty (180) days after Landlord delivers Landlord’s statement of Total Operating Costs with respect to any fiscal year during the Term, Tenant (at Tenant’s expense) shall have the right to examine Landlord’s books and records applicable to Total Operating Costs for such fiscal year. Such right to examine the records shall be exercisable: (i) upon reasonable advance notice to Landlord and at reasonable times during Landlord’s business hours and (ii) only during the 60-day period (the “Audit Period”) following Tenant’s Audit Notice. Landlord shall make such books and records available at Landlord’s office in Massachusetts or at the Property, or in electronically accessible form. [***], conducted by either a period of five (5) years prior to the date of the audit request. Before permitting any independent certified public accountant from a nationally-recognized accounting firm or party other than WAKUNAGA to have access to a nationally-recognized commercial real estate services firm, in either case as approved by Landlord for such books and records, MELINTA may require purpose (such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is approval not to be provided to such accounting firm unreasonably withheld, conditioned or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitteddelayed), if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses Tenant may submit the dispute for determination by an underreporting arbitration conducted by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) the Boston Office of the aggregate amount due WAKUNAGA American Arbitration Association (“AAA”) in accordance with the AAA’s commercial real estate arbitration rules. The arbitrator shall be selected by AAA and shall be a certified public accountant with at least ten (10) years of experience in auditing Class A commercial office and laboratory buildings and who shall not be affiliated with either Landlord or charged Tenant and has not worked for either party or its affiliates at any time during the prior five (5) years. [***]. Any auditing firm retained by Tenant pursuant to MELINTAthis paragraph shall not be compensated on a contingent fee basis. [***]. As a condition precedent to performing any such examination of Landlord’s books and records, respectivelyTenant’s examiners shall be required to execute and deliver to Landlord an agreement in form reasonably acceptable to Landlord agreeing to keep confidential any non-public, confidential information that they discover about Landlord or the Building or the Property in any twelve (12) month period, connection with such examination and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear to disclose the full cost results of such auditexamination except as required by law. Notwithstanding any prior approval of any examiners by Landlord, Landlord shall have the right to rescind such approval at any time if in Landlord’s reasonable judgment the examiners have breached any confidentiality undertaking to Landlord or cannot provide reasonably acceptable assurances and procedures to maintain confidentiality.

Audit. Any examination permitted under Section 9.1 At any time within one (1) year after the end of the Lease Year, Landlord may cause an audit of Tenant's business to be made for the purpose of verifying the accuracy of any statement of Gross Sales and Net Profit during the prior Lease Year. The audit shall be conducted performed by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTAa representative selected by Landlord, and MELINTA and Sublicensees shall Tenant agrees to make their all records available, during normal business hours, after available for the audit at least fifteen (15) days’ prior written notice to MELINTA the Premises or the Sublicenseeat Tenant's corporate offices, as applicableTenant may elect. If the results of the audit show that Tenant's statement of Gross Sales for any period has been understated by four percent (4%) or more, and such examination then Tenant shall take place at immediately pay Landlord the facility where such records cost of the audit in addition to any deficiency payment required, plus an amount equal to twelve percent (12%) of the amount of the understatement. If understatements are maintained. Each such examination shall be limited to pertinent books and records shown for a period of more than five (5) years prior monthly periods or three (3) annual periods during the Lease Term, such understatements shall be an incurable event of default under this Lease unless such understatements are the result of wrongful acts of Tenant's employees outside the scope of employment (i.e., embezzlement by an employee); provided that if any understatement is based on a single error that results in a consistent under reporting of Gross Sales, such error shall constitute a single understatement for purpose of this Section unless Tenant fails to correct such error on subsequent statements prepared after the date error is discovered. Any information obtained by Landlord as a result of receiving statements of Gross Sales or auditing the same or otherwise pursuant to this Lease shall be held in strict confidence by Landlord except (i) in any proceeding or action to collect the cost of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicabledeficiency, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except then only to the extent necessary for WAKUNAGA relevant thereto, (ii) to enforce its rights under this Agreement the extent required to be disclosed by law or if disclosure is required by law. In the event there was an underpayment by MELINTAregulatory authorities, hereunderor (iii) with respect to a prospective sale, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt mortgage, lease or leaseback of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear Project or a portion thereof including the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month periodPremises, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)then only to prospective lenders, in which casepurchasers, MELINTA shall bear the full cost of such auditlessees under a ground lease or sale leaseback or their consultants.

Audit. Tenant shall have the right, from time to time, to audit Landlord’s books and records as they relate to any costs and expenses for which Tenant is responsible under this Lease during the previous calendar year of the Lease term. Any examination permitted under Section 9.1 such audit shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal Landlord’s regular business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place hours at the facility offices of Landlord where such records are maintained. Each such examination kept utilizing an independent third party (which shall be limited to pertinent books and records the same entity that Tenant uses for similar auditing functions for other building(s) owned or leased by Tenant) designated by Tenant, on a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by lawnon-contingency basis. In the event there was any such audit reveals that the costs and expenses for which Tenant has paid Tenant’s proportionate share of such costs relative to any audit period exceed actual costs and expenses for which Tenant is responsible for paying its proportionate share, either: (i) Landlord shall credit or refund any overpayment to Tenant within thirty (30) days of such audit report; or (ii) Tenant shall pay to Landlord any underpayment within thirty (30) days of such audit report, as applicable. All costs and expenses of any such audit shall be paid by Tenant, unless such audit discloses a discrepancy in the amount of five percent (5%) or more in which case Landlord shall pay for such audit, up to a maximum amount of $5,000. Tenant may perform such an underpayment by MELINTAaudit no more than once each calendar year during the Lease term and Tenant shall maintain all information reviewed during such audit in a confidential manner, hereunderonly disclosing such information to Tenant’s accountants, then MELINTA legal counsel, officers and managers. Tenant’s right to audit shall promptly (but in no event later than way relieve Tenant’s obligations to pay Common Area Expenses due to Landlord within thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditinvoice therefor.

Audit. Any examination permitted under Section 9.1 VYNE shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTAkeep, and MELINTA shall require its Affiliates and Sublicensees to keep, complete and accurate records and books of account (in an electronic format) pertaining to the sale or other disposition of Products in sufficient detail and containing all data necessary to permit In4Derm to confirm the accuracy of any payments due hereunder. VYNE shall make their keep such books and records availablenecessary to permit In4Derm to conduct an audit under this section for a minimum of six (6) years following the Calendar Year to which they pertain, or such longer period of time as may be required by Applicable Law. Upon reasonable prior notice and during normal regular business hours, after hours at least fifteen (15) days’ prior written notice to MELINTA such place or the Sublicensee, as applicable, and such examination shall take place at the facility places where such records are maintainedcustomarily kept, such records may be inspected on In4Derm’s and/or Dundee’s behalf by an independent certified public accountant (the “Auditor”) selected by In4Derm or Dundee (as applicable) and reasonably acceptable to VYNE for the sole purpose of verifying for In4Derm or Dundee (as applicable) the accuracy of any payments made, or required to be made, to In4Derm pursuant to this Agreement. Each such examination Before beginning its audit, the Auditor shall execute an undertaking acceptable to each Party by which the Auditor agrees to keep confidential all information reviewed during the audit. Such audits shall be limited to pertinent books once each Calendar Year and once with respect to records for a covering any specific period of five (5) years prior time. Such auditor shall not disclose VYNE’s Confidential Information to the date of the audit request. Before permitting any independent accounting firm In4Derm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., Dundee except to the extent necessary for WAKUNAGA to enforce its rights confirm the 254821559 v1 accuracy of the financial reports and payments furnished by VYNE under this Agreement or if disclosure is required by lawand the amount of any discrepancies. In If the event there was final result of the inspection reveals an underpayment by MELINTAundisputed underpayment, hereunder, then MELINTA the underpaid amount shall promptly (but in no event later than be paid within thirty (30) days after MELINTAthe Auditor’s receipt report. If that the final result of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfallinspection reveals an undisputed overpayment, the overpaid amount shall be applied as a credit against future royalty payments by VYNE. WAKUNAGA In4Derm shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses reveals an underreporting underpayment owed by MELINTA, or an overcharge by WAKUNAGA VYNE of more than three five percent (35%) of from the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)reported amounts, in which case, MELINTA case VYNE shall bear reimburse In4Derm and/or Dundee (as appliable) for the full cost Auditor’s services. From time to time In4Derm shall also have the right to request of VYNE and VYNE shall in receipt of such auditrequest provide to In4Derm such information as may reasonably be required for In4Derm to assess the conduct and performance of VYNE in carrying out its obligations under this Agreement.

Audit. Any examination permitted under Section 9.1 Tenant shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable have the right to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent have Landlord's books and records pertaining to Operating Expenses for a period the Base Year or any Comparison Year, during the Term of five this Lease reviewed, copied and audited (5"Tenant's Audit") years prior provided that (i) such right shall not be exercised more than once during any calendar year; (ii) if Tenant elects to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and recordsconduct Tenant's Audit, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and Tenant shall provide to MELINTA a Landlord with written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in notice thereof no event later than thirty (30) days after MELINTA’s following Tenant's receipt of Landlord's statement of Operating Expenses for the independent auditor’s report so correctly concludingyear to which Tenant's Audit will apply; (iii) make payment Tenant shall have no right to WAKUNAGA conduct Tenant's Audit if Tenant is, either at the time Tenant forwards Landlord written notice that Tenant's Audit will be conducted or at any time during Tenant's Audit, then in default under this Lease; iv) conducting Tenant's Audit shall not relieve Tenant from the obligation to pay Tenant's Proportionate Share of Operating Expenses, as billed by Landlord, pending the outcome of such audit; (v) Tenant's right to conduct such audit for any shortfall. WAKUNAGA calendar year shall bear the full cost expire thirty (30) days following Tenant's receipt of Landlord's statement of Operating Expenses for such year, and if Landlord has not received written notice of such audit unless within such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent thirty (3%30) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month day period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars Tenant shall have waived its right to conduct Tenant's Audit for such calendar year; (US$50,000), in which case, MELINTA shall bear the full cost of such audit.vi) Tenant's Audit

Audit. Any examination permitted If Tenant disputes the amount of operating expenses as set forth in the invoice from the Landlord within forty-five days after receipt thereof, and provided Tenant is not then in default under Section 9.1 this Lease, Tenant shall have the right upon notice to have Landlord's book and records relating to operating expenses audited by a qualified professional selected by Tenant or by Tenant itself. If after such audit Tenant still disputes the amount of operating expenses, a certification as to the proper amount shall be conducted made by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTALandlord's independent certified public accountant in consultation with Tenant's professional, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination which certification shall be limited to pertinent books final and records for a period of conclusive. If such audit reveals that operating expenses were overstated by five percent (5%) years prior to or more in the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA calendar year audited Landlord shall promptly (but in no event later than within thirty (30) days after MELINTA’s the certification pay to Tenant the amount of any overstatement which it had collected from Tenant. However, if such certification does not show that Landlord had made such an overstatement then Tenant shall pay both the costs of its professional as well as the reasonable charges of Landlord's independent certified public accountant engaged to determine the correct amount of operating expenses. If the certification shows that Landlord has undercharged Tenant then Tenant shall within thirty (30) days pay to Landlord the amount of any undercharge. Books and records necessary to accomplish any audit permitted under this Section shall be retained for twelve months after the end of each calendar year, and on receipt of notice of Tenant's dispute of the independent auditor’s report so correctly concluding) make payment operating expenses shall be made available to WAKUNAGA of any shortfallTenant to conduct the audit, which may be either at the Premises, or at Landlord's office in Winston-Salem, North Carolina. WAKUNAGA shall bear In the full cost of event that the Tenant elects to have a professional audit Landlord's operating expenses as provided in this Lease, such audit unless must be conducted by an independent nationally or regionally recognized accounting firm that is not being compensated by Tenant on a contingency fee basis. All information obtained through such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTAas well as any compromise, settlement or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit.adjustment reached

Audit. Any examination permitted under Section 9.1 At the request of Sanofi, Licensee shall, and shall be conducted cause its Affiliates to, permit an independent certified public accountant retained by WAKUNAGA or any designee (including AbbVie) Sanofi and reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records availableLicensee, during normal regular business hours, after hours and upon at least fifteen [***] written notice, to audit 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 (15a) days’ prior written notice 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 previous audit during such twelve (12)-month period revealed an underpayment with respect to MELINTA such period or the Sublicensee, as applicable, and Licensee restates or revises such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for such twelve (12)-month period), or (c) be repeated for any Calendar Quarter. The accountant shall disclose to Sanofi only whether there was a period discrepancy in any royalty report and if so, the amount of five (5) years prior 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 a variance of more than [***]% from the reported amounts for the audited period, in which case Licensee shall bear Sanofi’s reasonable out-of-pocket costs of the audit. Unless disputed pursuant to Section 6.12, if such audit concludes that additional payments were owed or that excess payments were made during such period, Licensee shall pay the additional amounts, with interest from the date originally due as provided in Section 6.9, within [***] after the date on which such audit is completed and the conclusions thereof are notified to the date of the audit request. Before permitting any independent accounting firm Parties, or party other than WAKUNAGA to have access to Licensee shall deduct such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or chargedexcess payments from future payments owed Sanofi, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit.

Audit. Any examination permitted under Section 9.1 With respect to any Change In Work which adjusts the Separated Contract Price by compensating Contractor on a reimbursable cost or time and materials basis, or with respect to Work performed by Contractor on a reimbursable cost or time and materials basis pursuant to an Owner’s Directive, Contractor shall maintain, in accordance with generally accepted accounting principles consistently applied, records and books of account. Owner, Owner’s Engineer, the OCIP Administrator, the Financing Entities, if any, and their authorized representatives shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable entitled to MELINTA, inspect and MELINTA audit such records and Sublicensees shall make their records available, books of account during normal business hourshours and upon reasonable advance notice during the course of the Work and for a period of one (1) year after Final Completion of the second Unit (or for such longer period of time as may be required pursuant to Section 5.9); provided that, the purpose of any such audit EXECUTION COPY 119 shall be only for verification of such costs, and Contractor shall not be required to keep records of or provide access to those of its costs covered by the fee, allowances, fixed rates, unit prices, lump sum amounts, or of costs which are expressed in terms of percentages of other costs; providedfurther that Owner shall be permitted access and Contractor shall retain records and books of account for such longer period, not to exceed six (6) months, as may be required for Owner to complete an audit begun and which Owner has made reasonable efforts to complete during the initial period ending one (1) year after at least fifteen the Final Completion Date of the second Unit. Contractor shall retain all such records and books of account for a period of one (151) days’ prior written notice year after the Final Completion Date of the second Unit. Contractor shall cause all of its direct (i.e., first tier) Subcontractors, and shall use commercially reasonable efforts to MELINTA cause its other Subcontractors, engaged in connection with the Work or the Sublicenseeperformance by Contractor of its warranty obligations herein to retain for the same period all their records relating to the Work subject to the same limitations set forth in this Section 33.22. Notwithstanding the foregoing, Owner acknowledges that Alstom Power Inc. may only retain such records and provide access for such audits for a period of two (2) years after the Final Completion Date of Unit 1. Audit data shall not be released by the auditor to parties other than Contractor, Owner, Owner’s Engineer, the OCIP Administrator, the Financing Entities, if any, and their respective directors, officers, employees, and agents in connection with any such audit. Without limiting the foregoing, Owner and Contractor acknowledge and agree that certain of the Agency Subcontracts provide that the respective Subcontractors will limit access to their books and records for audit or other purposes to approved third parties. In any case where Contractor is instructed to proceed to comply with a Change In Work prior to the agreement of the change to the Separated Contract Price under Article 16, Contractor shall keep contemporary records of the cost of complying with the Change In Work and of time expended thereon. Such records shall be open to inspection by Owner at all reasonable times until the expiration of the audit period set forth in this Section 33.22. If, as a result of any audit conducted pursuant to this Section 33.22, the results of such audit indicate that Contractor received more or less than the amount to which it was entitled under this Agreement, either Owner shall pay the additional amount owed to Contractor or Contractor shall refund any overpayment to Owner, as applicable, and such examination shall take place at the facility where such records are maintainedin either case within ten (10) days of a written request therefor. Each such examination Owner shall be limited to pertinent books responsible for all costs and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost expenses of such audit.. 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Audit. Any examination permitted under Section 9.1 Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conducted by WAKUNAGA or any designee conclusively binding upon Tenant unless Tenant (including AbbViei) reasonably acceptable pays to MELINTALandlord when due the amount set forth in such Statement, without prejudice to Tenant’s right to audit such Statement, and MELINTA and Sublicensees shall make their records available(ii) within one hundred eighty (180) days after such Statement is delivered, during normal business hours, after at least fifteen (15) days’ prior sends a written notice to MELINTA or the SublicenseeLandlord objecting to such Statement. Tenant and all auditors, as applicablerepresentatives, contractors, agents, and such examination other third parties involved on behalf of Tenant in any review, audit or dispute concerning Expenses, Laboratory Expenses, or Taxes shall take place at the facility where such records are maintained. Each such examination shall be limited execute and deliver to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign Landlord a confidentiality agreement (agreement, in form and substance reasonably acceptable satisfactory to MELINTA) as Landlord, whereby such parties agree not to disclose to any confidential third party any of the information which obtained in connection with such review. Tenant agrees that Tenant will not employ, in connection with any review, audit or dispute under this Lease, any person or entity who is to be provided to such accounting firm compensated in whole or to which such accounting firm will have access while conducting in part, on a contingency fee basis. If Tenant satisfies the foregoing conditions precedent, then Tenant may review or audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submittedExpenses, if Laboratory Expenses or Taxes (as applicable, and amounts paid ) for the subject calendar year or chargedFiscal Year, as applicable. If the case may be, parties are correct or incorrect. WAKUNAGA agrees unable to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except resolve any dispute as to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than correctness of such Statement within thirty (30) days after MELINTA’s receipt 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. If said accountants shall determine that Tenant shall have made any payment in excess of the independent auditor’s report so correctly concluding) make amount properly 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 WAKUNAGA of any shortfallLandlord promptly after said accountants shall have rendered their decision. WAKUNAGA Tenant shall bear pay the full cost of such audit fees and expenses relating to its audit, unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTAits accountants determine that Landlord overstated Expenses, Laboratory Expenses, or an overcharge Taxes by WAKUNAGA of more than three five percent (35%) of the aggregate amount due WAKUNAGA for such calendar year or charged to MELINTAFiscal Year, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)as applicable, in which casecase Landlord shall pay the reasonable out-of-pocket fees and expenses incurred by Tenant. Landlord and Tenant shall split equally the fees of the third party auditor hired by Landlord and reasonably approved by Tenant to resolve the dispute. Except as provided in this Section 4.6, MELINTA Tenant shall bear have no right whatsoever to dispute by judicial proceeding or otherwise the full cost accuracy of such auditany Statement.

Audit. Any examination permitted under Section 9.1 If Tenant is not satisfied with the answers it receives to its questions pursuant to Paragraph 4.06.1 above, then Tenant or its agent shall be conducted by WAKUNAGA have the right to review and audit Landlord’s books and records regarding such Expense Statement. Such review or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees audit shall make their records available, take place during normal business hours, after upon reasonable advance notice and at least fifteen (15) days’ prior written time reasonably scheduled by Landlord, in the accounting office of Landlord for the Project. Tenant shall give notice to MELINTA requesting the review or the Sublicensee, as applicableaudit of any Expense Statement not later than one year following Tenant’s receipt of such Expense Statement, and such examination shall take place at the facility where such records are maintained. Each such examination no Expense Statement shall be limited 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 pertinent the extent required to comply with applicable Laws regarding governmental contracts or with other governmental requirements. From and after the date, 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 certified 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 Xxxxxx Xxx 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 that the amount of Expenses paid by Tenant pursuant to this Paragraph IV for a the period covered by such Expense Statement (an “Expense Period”) is less than or greater than the actual amount properly payable by Tenant under the terms of five (5) years prior this Lease, Tenant shall promptly pay any deficiency to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submittedLandlord or, if applicableLandlord concurs with the results of such review or audit in its reasonable discretion or is deemed to concur based on the procedure set forth below, and amounts paid Landlord shall refund any excess payment to Tenant within thirty (30) days after Tenant’s written request or chargedat 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, are correct 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 incorrectotherwise 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. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2.Tenant shall be solely responsible for the costs and expenses of the review or audit, except to that if it is determined that the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required actual amount of Expenses paid by law. In Tenant during any Expense Period exceeds the event there was amount properly payable by Tenant hereunder during such Expense Period by an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later amount greater than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three two percent (32%) of the aggregate amount 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 WAKUNAGA or charged to MELINTAhereunder or, respectivelyif the Term has previously expired, in any twelve (12the form of a direct payment) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost reasonable costs of such auditreview or audit (except that costs in the event of a determination by a Joint Expense Expert shall be as provided below).

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTASubcontractor shall, at all times during the term of this Subcontract and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period that extends beyond the term of the Subcontract for five (5) years prior following the expiration or termination of this Subcontract, or for such 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 the date of the audit request. Before permitting this Subcontract, together with any independent accounting firm supporting or party other than WAKUNAGA to have access to such books underlying documents and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2materials. The reviewing independent accounting firm will prepare Subcontractor shall, at a reasonable time requested by Contactor, whether during or after completion of this Subcontract and provide 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 MELINTA 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 report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by lawnotice. In the event there was an underpayment by MELINTA, hereunderthat no such location is available, then MELINTA the financial records, together with the supporting or underlying documents and records, shall promptly (but 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 no event later than thirty (30) days after MELINTA’s receipt any subcontracts or agreements formed between the Subcontractor and any sub-Subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the independent auditorSubcontractor’s report so correctly concluding) make payment obligations to WAKUNAGA CONTRACTOR. Costs of any shortfallaudits conducted under the authority of this right to audit by Contractor and not addressed elsewhere will be borne by Contractor unless certain exemption criteria are met. WAKUNAGA If the 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 bear not be the full cost exclusive remedy for any such finding. Any adjustments and/or payments that must be made as a result of any such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) inspection of the aggregate Subcontractor’s invoices and/or records shall be made within a reasonable amount due WAKUNAGA or charged of time (not to MELINTA, respectively, in any twelve (12exceed 90 days) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost from presentation of such auditContractor’s findings to Subcontractor.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable After delivery to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after Landlord of at least fifteen thirty (1530) days’ ' prior written notice delivered no later than one hundred twenty (120) days after receipt of a Statement, Tenant, at its sole cost and expense through any accountant designated by it, shall have the right to MELINTA or examine and/or audit the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records evidencing such costs and expenses for a period of five the previous one (51) years prior to calendar year and for the date of Base Year, at Landlord's offices in the audit requestBuilding or elsewhere in San Francisco, during Landlord's reasonable business hours but not more frequently than once during any calendar year. Before permitting any independent 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 WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm Landlord and its personnel involved 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 such negotiations and to promptly resolve any 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 to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it Statement pursuant to this Section 9.2., except 4.6 or Tenant fails to commence and complete such audit within seven (7) months after Landlord’s delivery of the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunderStatement in question, then MELINTA Tenant shall promptly be deemed to have approved of such Statement and such Statement shall be final and binding upon Tenant. If through such audit it is determined that the amount of Direct Expense payments made by Tenant for such calendar year is more than five percent (5%) in excess of the actual Direct Expenses payable for such year by Tenant, then Landlord shall reimburse Tenant for the reasonable accounting costs and expenses incurred by Tenant in performing such audit, including Tenant’s outside auditors or accountants (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfallexcluding Tenant's in-house personnel). WAKUNAGA shall bear the full cost of However, if through such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA it is determined that there is a discrepancy of more than three one percent (31%) of or less, then Tenant shall reimburse Landlord for the aggregate amount due WAKUNAGA reasonable accounting costs and expenses associated with Landlord’s outside accounting firms or charged to MELINTA, respectively, auditors (but excluding Landlord's in-house personnel) in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of connection with such audit.

Audit. Any examination permitted under OWNER shall have the right to conduct audits and make copies of all records listed in Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA4.1 above, and MELINTA and Sublicensees shall to make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintaineda physical inventory count of LICENSED ARTICLES in production and/or storage. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of If the audit requestreveals an underpayment of ROYALTY PAYMENTS, LICENSEE agrees to immediately pay OWNER any past due ROYALTY PAYMENTS plus applicable interest. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting If the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA reveals a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an royalty underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) or more, or if LICENSED ARTICLES were sold without final approval for the audit period, LICENSEE agrees to reimburse OWNER for all of its out-of-pocket costs and expenses of the aggregate amount audit for (a) the audited period (in addition to past due WAKUNAGA or charged ROYALTY PAYMENTS plus applicable interest); and (b) a follow-up audit to MELINTAbe conducted at a time of OWNER’s choosing within twenty four (24) months of the conclusion of the original audit. OWNER shall invoice LICENSEE for such audit expenses and LICENSEE shall pay such invoice within thirty (30) days. Audits may be performed by OWNER's own employees, respectivelyemployees of another U.S. Government agency, and/or its designated independent auditor, all of whom shall hold LICENSEE's audit information in confidence, pursuant to Section 11, below. Audit information shall only be used for purposes of this Agreement, unless used to judicially enforce obligations of LICENSEE. The exercise by OWNER, in whole or in part, or at any twelve (12) month periodtime or times, of the right to inspect or audit records and which aggregate incorrect amount is accounts or of any other right herein granted, or the acceptance by OWNER of any ROYALTY REPORT, or the receipt or deposit by OWNER of any ROYALTY PAYMENT from LICENSEE, shall be without prejudice to any other rights or remedies of OWNER and shall not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear stop or prevent OWNER from thereafter disputing the full cost accuracy of any such auditROYALTY REPORT.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable After delivery to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after Landlord of at least fifteen thirty (1530) days’ prior written notice delivered no later than one hundred twenty (120) days after receipt of a Statement, Tenant, at its sole cost and expense through any accountant designated by it, shall have the right to MELINTA examine and/or audit 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. Tenant shall have no right to conduct an audit or to give Landlord notice that it desires to conduct an audit at any time an Event of Default exists under the SublicenseeLease. 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, as applicablepublished 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 such negotiations and to promptly resolve any discrepancies between Landlord and Tenant in the accounting of such costs and expenses. No subtenant shall have any right to conduct an audit, and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises. Tenant’s right to undertake an audit with respect to any calendar year shall expire one hundred twenty (120) days after Tenant’s receipt of the Statement for such calendar year, and such examination Statement shall take place be final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct, at the facility where end of such records are maintained. Each such examination one hundred twenty (120) day period, unless Tenant shall be limited have timely given Landlord written notice of its intention to pertinent books and records audit Operating Expenses for a period of five (5) years prior to the date calendar year which is the subject of the Statement. If Tenant timely gives Landlord notice of its intention to audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and recordsOperating Expenses, MELINTA may require such independent accounting firm and its personnel involved in it must commence such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than within thirty (30) days after MELINTAsuch notice is delivered to Landlord, and the audit must be completed within ninety (90) days after such notice is delivered to Landlord (provided, however, that in the event Landlord fails to provide Tenant with access to its books and records within thirty (30) days of Tenant’s receipt of the independent auditor’s report so correctly concludingnotice to Landlord, such thirty (30) make payment to WAKUNAGA of any shortfall. WAKUNAGA and ninety (90) day periods shall bear the full cost be extended by one day for each day of such delay). If Tenant does not commence and complete the audit unless within such periods, the Statement which Tenant elected to audit shall be deemed final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct. If through such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA it is determined that there is a discrepancy of more than three five percent (35%) in the amount of Operating Expense payments made by Tenant for such calendar year when compared to the aggregate amount due WAKUNAGA actual Operating Expenses for such year, then Landlord shall reimburse Tenant for the reasonable accounting costs and expenses incurred by Tenant in performing such audit, including Tenant’s outside auditors or charged to MELINTAaccountants (but excluding Tenant’s in-house personnel). However, respectivelyif through such audit it is determined that there is a discrepancy of five percent (5%) 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 any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of connection with such audit.

Audit. Any examination permitted under Section 9.1 Upon at least 30 days’ advance written notice by CyDex, Company shall be conducted permit, shall cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by WAKUNAGA or CyDex (who has not been engaged by CyDex to provide services in any designee (including AbbVie) other capacity at any time during the three-year period before such selection), and reasonably acceptable to MELINTACompany or such Affiliate or Sublicensee, to have access to and MELINTA and Sublicensees shall make their records availableto review, during normal business hours, after at least fifteen (15) days’ hours on business days upon reasonable prior written notice notice, the applicable records of Company and its Affiliates or Sublicensees to MELINTA or verify the Sublicensee, as applicableaccuracy of the royalty payments under this Section 5. Such review may cover: (a) the records for sales made in any calendar year ending not more than three years before the date of such request, and (b) only those periods that have not been subject to a prior audit. Except as described hereafter, all such examination audits shall take place be conducted at the facility where such records are maintainedexpense of CyDex. Each such examination Such audits shall be limited conducted not more than once in each calendar year and not more than once for each audited period. In the event such accountant concludes that additional payments of any kind as required by this Agreement were owed to pertinent books and records for a period of five (5) years prior to CyDex during such period, the additional amounts shall be paid within 30 days after the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA corresponding invoice sent by CyDex and delivered to have access to such books and recordsCompany with copy of the aforementioned accountant’s written report so concluding, MELINTA may require such independent accounting firm and its personnel involved in unless Company disputes the results of such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to accordance with Section 14.3. The fees charged by such accountant shall be provided to such accounting firm or to which such accounting firm will have access while conducting paid by CyDex, unless the audit under this Section 9.2. The reviewing independent accounting firm will prepare discloses that the amounts payable by Company for the audited period are more than *** of the amounts actually paid for such period, in which case Company shall pay the reasonable fees and provide to MELINTA a written report stating whether expenses charged by the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it accountant for such audit (upon resolution of any dispute initiated by either Party pursuant to this Section 9.2., except 14.3 with respect to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by lawsame). In the event such accountant concludes that there was an underpayment overpayment by MELINTACompany to CyDex during such period, hereunderat Company’s option, then MELINTA the overpayment shall promptly (but in no event later than thirty (30) be paid by CyDex to Company within 30 days after MELINTA’s receipt the date of the independent auditor’s report so correctly concluding) make payment of the corresponding invoice sent by Company to WAKUNAGA of any shortfall. WAKUNAGA shall bear CyDex, unless CyDex disputes the full cost results of such audit unless in accordance with Section 14.3. CyDex shall cause the independent certified public accountant to keep confidential any information obtained during such audit inspection in accordance with the provisions set forth in Section 8 hereof and shall report to CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED]”. ALL SUCH OMITTED MATERIAL WAS A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT REQUESTPURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. discloses an underreporting by MELINTA, CyDex only the amounts of (y) Net Sales that give rise to royalties and (z) royalties payments due and payable. The Parties agree that all information subject to review under this Section 5.3 or an overcharge by WAKUNAGA under any Sublicense agreement is the Confidential Information of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditCompany.

Audit. Any examination permitted under Section 9.1 Landlord shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent keep books and records regarding Total Operating Costs. All records shall be retained for a at least three (3) years. At the request of Tenant (“Tenant’s Audit Notice”) given within one hundred eighty (180) days after Landlord delivers Landlord’s statement of Total Operating Costs with respect to any fiscal year during the Term, Tenant (at Tenant’s expense) shall have the right to examine Landlord’s books and records applicable to Total Operating Costs for such fiscal year. Such right to examine the records shall be exercisable: (i) upon reasonable advance notice to Landlord and at reasonable times during Landlord’s business hours and (ii) only during the 60-day period of five (5the “Audit Period”) years prior to the date of the audit requestfollowing Tenant’s Audit Notice. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to Landlord shall make such books and recordsrecords available at Landlord’s office in Massachusetts or at the Property, MELINTA may require such independent accounting firm and its personnel involved or in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2electronically accessible form. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses conducted by either a certified public accountant from a nationally-recognized accounting firm or a nationally-recognized commercial real estate services firm, in either case as approved by Landlord for such purpose (such approval not to be unreasonably withheld, conditioned or delayed), [***] Tenant may submit the dispute for determination by an underreporting arbitration conducted by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) the Boston Office of the aggregate amount due WAKUNAGA American Arbitration Association (“AAA”) in accordance with the AAA’s commercial real estate arbitration rules. The arbitrator shall be selected by AAA and shall be a certified public accountant with at least ten (10) years of experience in auditing Class A commercial office and laboratory buildings and who shall not be affiliated with either Landlord or charged Tenant and has not worked for either party or its affiliates at any time during the prior five (5) years. [***]. Any auditing firm retained by Tenant pursuant to MELINTAthis paragraph shall not be compensated on a contingent fee basis. [***]. As a condition precedent to performing any such examination of Landlord’s books and records, respectivelyTenant’s examiners shall be required to execute and deliver to Landlord an agreement in form reasonably acceptable to Landlord agreeing to keep confidential any non-public, confidential information that they discover about Landlord or the Building or the Property in any twelve (12) month period, connection with such examination and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear to disclose the full cost results of such auditexamination except as required by law. Notwithstanding any prior approval of any examiners by Landlord, Landlord shall have the right to rescind such approval at any time if in Landlord’s reasonable judgment the examiners have breached any confidentiality undertaking to Landlord or cannot provide reasonably acceptable assurances and procedures to maintain confidentiality. 4.07. Phasing. [***].

Audit. Any examination permitted Customer shall keep, in paper and electronic form, at its normal place of business detailed, accurate and up-to-date records ("Records") that are sufficient to enable Supplier to verify Customer's compliance with its obligations under Section 9.1 this Appendix 1. Customer shall be conducted by WAKUNAGA or any designee permit Supplier and its third party representatives (including AbbVie) reasonably acceptable to MELINTAits designated auditor), and MELINTA and Sublicensees shall make their records available, on reasonable notice during Customer’s normal business hours, after at least fifteen to: gain (15physical and remote electronic) days’ prior written notice to MELINTA or the Sublicensee, as applicableaccess to, and take copies of, the Records and any other information held at Customer's premises or on the Customer System; and inspect all Records and Customer Systems relating to the use, Distribution, permissioning and control of the Data under this SOW, for the purpose of auditing Customer's compliance with its obligations under this Appendix 1. Such audit rights shall continue for three years after termination or expiry of this SOW. Customer shall give all necessary assistance to the conduct of such examination shall take place at audits during the facility where such records are maintained. Each such examination shall be limited to pertinent books SOW Term and records for a period of five three years after termination or expiry of the SOW Term. Consequences of termination On any termination of this SOW for any reason, or expiry of the SOW Term: Customer shall as soon as reasonably practicable return, delete or destroy (5as directed in writing by Supplier) years prior all data, information, software, and other materials provided to it by Supplier in connection with this SOW including all materials containing or based on Supplier's Confidential Information , except for one copy that it may use for audit purposes only, and subject to the date confidentiality obligations in paragraph 25; and without limiting the effect of clause 12.4(b), Customer shall as soon as reasonably practicable ensure that all Data and Manipulated Data (excluding any Derived Data) is deleted from the audit requestCustomer System, and any electronic data shall be considered deleted, for the purpose of this paragraph, where Customer has put it beyond use. Before permitting any independent accounting firm The provisions of paragraphs 25, 28 and 29 shall continue to apply after termination or expiry of this SOW. Appendix 2 – Data Protection To be DELETED where Scenario A applies To be INCLUDED where Scenario B applies To be INCLUDED where Scenario C applies Applicability of this Appendix 2 The terms of this Appendix 2 (Data Protection) apply to the processing of Dataset Personal Data for the SOW to which these terms are appended (the “Relevant Processing”). Obligations applicable to a party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which processing Dataset Personal Data If Dataset Personal Data is to be provided made available to Customer, the Supplier shall exercise reasonable efforts to ensure the removal of direct or indirect identifiers from such accounting firm Dataset Personal Data before it is made available to Customer, unless this is inconsistent with the nature of the Services. Customer shall not attempt to re-identify and / or obtain or identify further details about the data subjects to which whom the Dataset Personal Data relates in any manner. Save as otherwise agreed by the Supplier (at its sole discretion), Customer may not transfer (including make available) Dataset Personal Data to recipients in another country or an international organisation unless such accounting firm will have access while conducting transfer is covered by an “adequacy decision” under GDPR Article 45 or equivalents under other applicable Data Protection Legislation. Without prejudice to the audit under generality of other provisions of this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA Appendix 2, in respect of the processing of Dataset Personal Data by a written report stating whether the reports submittedparty or by its processors, if applicablethat party shall, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent required by the Data Protection Legislation: maintain "records of processing"; comply with "data minimisation", "privacy by design" and "privacy by default" obligations; select, contract with and control its processors; use appropriate technical and organizational measures (including at least the security measures specified in Exhibit 1 to this Appendix 2, (Security Measures)); conduct data protection "impact assessments" and prior consultations of supervisory authorities; and appoint a Data Protection Officer. Without prejudice to the generality of other provisions of this Appendix 2, each party shall, and shall ensure that all persons acting under their responsibility, shall in the event of a personal data breach relating to the Relevant Processing: exercise all reasonable efforts to investigate, remediate, and mitigate the effects of that personal data breach; promptly notify the other party of that personal data breach; and provide full cooperation to the other party's own efforts and/or obligations (if any) to (i) investigate, remediate, and mitigate the effects of that personal data breach, and (ii) notify affected data subjects and relevant authorities. Mutual assistance; provision of notices; and interactions with data subjects and supervisory authorities Each party shall without undue delay provide to another party (the “Requesting Party”), upon reasonable request, such assistance as is necessary for WAKUNAGA the Requesting Party (or other controllers of the Dataset Personal Data) to enforce meet its rights obligations under the Data Protection Legislation including (as applicable) with respect to (i) the provision of processing-related information (e.g. privacy notices) to data subjects; (ii) the obtaining of their consents; (iii) data protection impact assessment; and (iv) recordkeeping. Without prejudice to the generality of paragraph 3.1, each party shall exercise reasonable efforts to: make available to the other party all information required to demonstrate and verify compliance with the other party’s obligations under this Agreement and Applicable Laws; and promptly notify and consult with the other party following any request, enquiry or if disclosure is required service of legal process (“Communication”) by law. In supervisory authorities and/or individuals relating to the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt processing of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month periodDataset Personal Data, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)where Customer has received a Communication pursuant to paragraph 3.2(b) above, the Customer shall where possible respect the wishes or recommendations of Supplier with respect to how Customer should deal with such Communication. The parties’ obligations under this paragraph 32 shall also include exercising reasonable efforts to ensure that if necessary, persons acting under the responsibility of that party provide the assistance mentioned in which case, MELINTA shall bear the full cost of such auditthose paragraphs.

Audit. Any examination permitted under Section 9.1 shall be conducted Upon Tenant's written request given not more than one hundred twenty (120) days after Tenant's receipt of a statement provided by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTALandlord in connection with Tenant’s Share for a particular year, and MELINTA provided that Tenant is not then in default under this Lease beyond the applicable notice and Sublicensees shall make their records availablecure period provided in this Lease, during normal business hoursspecifically including, after at least fifteen but not limited to, the timely payment of Additional Rent (15) days’ prior written notice to MELINTA whether or not the Sublicensee, as applicable, and such examination shall take place at same is the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date subject of the audit contemplated herein), Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Expenses as Tenant may reasonably request. Before permitting any independent accounting firm or party other than WAKUNAGA Landlord shall provide said documentation to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than Tenant within thirty (30) days after MELINTA’s Tenant's written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the "Audit Period"), if Tenant disputes the amount of Expenses set forth in such statement, an independent auditorcertified public accountant (which accountant (i) shall be subject to Landlord’s report so correctly concludingreasonable approval, (ii) make payment [intentionally omitted], (iii) 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 (iv) shall not as of the time of the audit currently be providing accounting and/or lease administration services to WAKUNAGA another tenant in the Building in connection with a review or audit by such other tenant of any shortfallExpenses), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord's records 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. WAKUNAGA 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 bear execute a commercially reasonable confidentiality agreement regarding such audit. If the full audit reveals an overcharge to Tenant that exceeds the actual Expenses by five percent (5%) then, in addition to promptly repaying such overpayment to Tenant, Landlord shall pay the reasonable cost of conducting such audit unless provided that such cost shall not exceed $5,000. Any audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTEDreport prepared by Tenant's certified public accounting firm shall be delivered concurrently to Landlord and Tenant within the Audit Period. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA Tenant's failure to audit the amount of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, Expenses set forth in any twelve (12) month periodsuch 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, Tenant still disputes such Expenses, an audit to determine the proper amount shall be made, at Tenant's expense, by an independent certified public accountant selected by Landlord and subject to Tenant's reasonable approval. Tenant hereby acknowledges that Tenant's sole right to audit Landlord's records and to contest the amount of Expenses payable by Tenant shall be as set forth in this Paragraph 4.F, and which aggregate incorrect Tenant hereby waives any and all other rights pursuant to applicable law to audit such records and/or to contest the amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditExpenses payable by Tenant.

Audit. Any examination permitted Provided Tenant is not in default under the terms of this Lease (including, the payment by Tenant of Tenant's Additional Rental within the time period specified in Section 9.1 2.3), Tenant, at its sole expense, shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable have the right once per calendar year to MELINTA, audit Landlord's books and MELINTA records relating to the Operating Expenses for the immediately preceding calendar year for the sole purpose of determining whether Landlord's calculation of Operating Expenses and Sublicensees shall make their records available, Tenant's Additional Rental are correct. This audit must take place during normal reasonable business hours, hours at Landlord's office at the address stated above and only after Tenant has given Landlord at least fifteen three (153) business days’ ' prior written notice of the date and time Tenant desires to MELINTA commence such audit. If Tenant elects to exercise this right, Tenant must do so within ninety (90) days after the date Landlord delivers to Tenant the statements described in Section 2.3 or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination Tenant shall be limited deemed to pertinent books and records for a period of five (5) years prior to -9- Tenant Initials /s/ SEO ------- Landlord Initials /s/ AN ------- have accepted the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) Operating Expenses as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required presented by lawLandlord. In the event there was an underpayment that such audit determines that Landlord's computations were erroneous, appropriate cash adjustments shall be made by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than Landlord and Tenant within thirty (30) days after MELINTA’s receipt of following the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost determination of such audit unless error or errors. In addition, in the event such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting determines that Tenant was overcharged by MELINTA, or an overcharge by WAKUNAGA of more than three ten percent (310%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), Landlord shall immediately upon demand reimburse Tenant for all reasonable out-of-pocket expenses incurred by Tenant in which case, MELINTA shall bear the full cost of connection with such audit.

Audit. Any examination permitted under Section 9.1 During the Lease Term, but not more than one (1) time per year, Tenant, at its sole cost and expense (except as provided below) shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable have the right to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent cause Landlord’s books and records for a period with respect to Operating Expenses and Real Estate Taxes to be audited by an independent certified public accountant of five (5) years prior to the date Tenant's choosing. Tenant shall deliver notice of the request to audit requestLandlord within one hundred twenty (120) days after delivery of the Landlord Statement. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to Landlord shall cause such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is records to be provided made available for such inspection during such normal business hours as are prescribed by Landlord and at such location where Landlord regularly keeps its books and records (or by using computer technology available to Landlord at no additional cost), upon ten (10) business days' prior notification to Tenant. If, at the conclusion of Tenant's audit, such accounting firm expenses for the preceding year indicates that Tenant made an overpayment to Landlord for such preceding year, Landlord shall (a) credit such amount to Tenant's subsequent payments of Rent, or to which such accounting firm will have access while conducting if the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicableLease has expired, and amounts paid or chargedno default exists under the Lease, as remit the case may be, are correct or incorrect. WAKUNAGA agrees amount of such overpayment to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than Tenant within thirty (30) days after MELINTA’s receipt of notice from Tenant of the independent auditor’s report so correctly concludingamount of such overpayment and (b) make payment if the actual Operating Expenses allocable to WAKUNAGA of any shortfall. WAKUNAGA the Premises are overstated by more than 5%, Landlord shall bear reimburse Tenant for the full cost actual, reasonable out-of-pocket costs of such audit unless not to exceed a maximum amount of $4,500.00. If, at the conclusion of the audit, such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTEDreveals an underpayment by Tenant, Tenant will remit the amount of such underpayment within thirty (30) days of Tenant becoming aware of such underpayment. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUESTShould Landlord disagree with the results of Tenant's audit, Landlord and Tenant shall refer the matter to a mutually acceptable independent certified public accountant, who shall work in good faith with Landlord and Tenant to resolve the discrepancy. discloses Landlord's books and records and the results of any such audit are to be kept strictly confidential and are not to be made available or published to any third party, unless required by any applicable legal requirement or governmental authority. The auditor employed by the Tenant shall not provide for any compensation based or measured in any way upon any savings in additional rent or reduction in Operating Expenses allocable to the Premises achieved through the inspection process described in this Paragraph and shall be paid on an underreporting by MELINTAhourly-basis, or an overcharge by WAKUNAGA similar form of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditcompensation.

Audit. Any examination permitted under Section 9.1 Sirtex shall be conducted have the right, once annually at its own cost and expense, to have an independent, certified public accounting firm, selected by WAKUNAGA or any designee (including AbbVieSirtex and approved by OncoSec in its reasonable discretion, review Payment Records in the location(s) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintainedmaintained upon reasonable notice to OncoSec (which shall be no less than twenty (20) days prior notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under this Agreement within the lesser of (a) the twenty-four (24) month period preceding the date of the request for review or (b) the period after Sirtex’s most recent audit conducted under this Section 3.7 (or any other applicable section of this Agreement) (an “Audit”). Each The report of such examination Audit shall be limited to pertinent books a certificate stating whether any report made or payment submitted by OncoSec during such period is accurate or inaccurate and records the actual amounts of Net Sales and Promotion Fee due, for such period. OncoSec shall receive a period copy of five (5) years prior each such report concurrently with receipt by Sirtex. Should such inspection lead to the date discovery of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA a discrepancy to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicableSirtex’s detriment, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except only to the extent necessary for WAKUNAGA to enforce its rights that OncoSec agrees with and accepts such conclusion under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTAAudit, hereunder, then MELINTA OncoSec shall promptly (but in no event later than pay within thirty (30) days Business Days after MELINTA’s its receipt from the accounting firm of the independent auditor’s report so correctly concluding) make payment certificate, the amount of the discrepancy plus interest calculated in accordance with this Agreement. If OncoSec does not agree with the conclusion of such report, the matter shall be referred to WAKUNAGA of any shortfalldispute resolution in accordance with this Agreement. WAKUNAGA Sirtex shall bear pay the full cost of such audit the Audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting the underpayment discovered by MELINTA, or an overcharge by WAKUNAGA of more the Audit is greater than three five percent (35%) of the aggregate amount due WAKUNAGA or charged for the applicable period covered by the Audit. Any overpayment by OncoSec revealed by an Audit shall be fully creditable against future payments to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditbe made to Sirtex hereunder.

Audit. Any examination permitted under Section 9.1 Tenant, upon notice given at any time, may elect to have Xxxxxx’s designated representative (in such notice) examine such of Landlord’s books and records (collectively “Records”) as are reasonably relevant to review Operating Expenses. “Records” include sales tax reports and sales tax returns, receipts, bank and check books and records supporting data maintained by Landlord and related to Operating Expenses. Tenant’s representative shall be conducted by WAKUNAGA permitted to examine the Records at the office of Landlord or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, Landlord’s managing agent at such time or times during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, hours as applicable, Landlord shall reasonably designate and such examination shall take place at the facility where such records are maintained. Each such examination Tenant shall be limited entitled, at its expense, to pertinent books make copies of Records reasonably relevant to the Operating Expenses for the Lease Year in question. Tenant and records Tenant’s employees, accountants and agents shall treat all Records as confidential, and, upon request by Landlord, shall confirm such confidentiality obligation in writing prior to such examination. In no event shall the preceding sentence be deemed to limit Tenant’s rights of discovery and disclosure in any action or proceeding, or be construed so as to prohibit Tenant from complying with the directive of any court or arbitrator. Within one hundred twenty (120) days after the date on which the Records are made available to Tenant in response to a request by Xxxxxx, Tenant may send a notice (“Tenant’s Statement”) to Landlord that Tenant disagrees with the applicable Annual Operating Expense Adjustment, specifying in reasonable detail the basis for Tenant’s disagreement and the amount of the Operating Expenses that Landlord claims is due from Tenant for such Lease Year. Landlord and Xxxxxx shall thereafter meet and attempt in good faith to resolve such disagreement. If the parties fail to resolve such disagreement within ninety (90) days after the date when Xxxxxx gives Xxxxxx’s Statement to Landlord, then either Landlord or Tenant may notify the other that such party desires to have such disagreement determined by arbitration in accordance with the terms of this Lease. Pending resolution of such disagreement, (A) Tenant shall pay the undisputed portion(s) of the Annual Operating Expense Adjustment in accordance with the Annual Operating Expense Adjustment in question and (B) Tenant shall not be deemed to be in default under this Lease for withholding payment of the disputed portion(s). If the arbitrator shall determine that any disputed portion of such Annual Operating Expense Adjustment was required to be paid by Xxxxxx, Tenant shall pay to Landlord within, thirty (30) days after such determination, such disputed amount. If it is determined as a period result of any examination by Tenant of Landlord’s Records that the sums payable by Tenant in respect of Operating Expenses for any Lease Year exceeded the actual payment of Operating Expenses for such Lease Year by more than five percent (5%), then, in addition to amounts payable by Landlord, Landlord shall reimburse Tenant for the out-of-pocket cost of Tenant’s examination. Landlord shall retain all Records relating to payment of Operating Expenses until Tenant no longer has the right to examine such Records. Tenant’s payment of any Operating Expenses shall not preclude Tenant from later disputing the correctness of any Operating Expenses within the time periods set forth above. The foregoing right of audit shall only apply to Operating Expenses paid by Tenant during any twelve-month period for up to three (3) years prior to the date of the Tenant’s audit requestdemand. Before permitting Landlord shall not be required to retain any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to Records for any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than period exceeding three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audityears.

Audit. Any examination permitted under Section 9.1 Within one hundred twenty (120) days after 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 accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, 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 conducted by WAKUNAGA deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or any designee ability to dispute the amounts set forth in such Statement. If after such inspection, but within thirty (including AbbVie30) reasonably acceptable days after the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination proper amount shall be limited 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 pertinent books show Tenant and records for a period of five (5) years prior to the date of accountant the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information upon which the certification is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2based. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submittedHowever, if applicablesuch 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 amounts 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 chargedreimbursements, as the case may be, to each other, as are correct or incorrect. WAKUNAGA agrees determined to hold in strict confidence all information disclosed to it be owing pursuant to such certification. The provisions of this Section 9.2., except shall be the sole method to be used by Tenant to dispute the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt amount of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month periodDirect Expenses, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditTenant waives all other rights or remedies relating thereto.

Audit. Any examination permitted Landlord shall maintain in a safe and orderly manner all of its records pertaining to the Additional Rent payable pursuant to this Article 5 for a period of three (3) years after the completion of each calendar year. Landlord shall maintain such records on a current basis and in sufficient detail to permit adequate review thereof and, at all reasonable times, after reasonable notice, copies of such records shall be available to Tenant’s accounting personnel (but not 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 9.1 shall be conducted 5.3 above, provided an Event of Default (as defined in Article 22) does not exist, Tenant may, by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA 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 overpayment of Project Expenses for the Sublicenseeyear 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, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than within thirty (30) days after MELINTA’s 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 independent auditor’s report so correctly concluding) make payment to WAKUNAGA audit results. If Landlord or Tenant disagrees with the results of any shortfallsuch 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. WAKUNAGA Tenant’s failure to dispute a year-end statement and conduct an audit of Project Expenses within one (1) years after receipt of Landlord’s statement for a particular Lease Year shall bear constitute Tenant’s acknowledgement of the full accuracy of such statement. Tenant agrees to keep the results of any audit hereunder confidential. Tenant agrees to pay the cost of such any audit unless such hereunder by Tenant; provided that if the audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTAreveals, or an overcharge by WAKUNAGA with respect to any Lease Year, that Landlord has billed Tenant for Tenant’s share of Project Expenses more than three four percent (34%) in excess of the aggregate amount due WAKUNAGA or charged Project Expenses that Tenant should pay for such Lease Year pursuant to MELINTAthe terms of the Lease, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA then Landlord shall bear pay the full reasonable cost of such audit. 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 Event of Default did not then exist, then Tenant’s right to cause an audit to be commenced for the applicable Landlord’s statement shall be reinstated for a sixty (60) day period after such final determination and written notice to Tenant thereof.

Audit. Any examination permitted under Section 9.1 Landlord shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable maintain all books and records related to MELINTAOperating Expenses, Real Property Taxes and Assessments, Insurance Costs, and MELINTA Utilities Costs in accordance with sound real estate management and Sublicensees accounting principles, consistently applied. At any time within three (3) months after receipt of an Actual Statement, Tenant shall make their have the right to have an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and working on a non-contingency fee basis) inspect Landlord’s books and records available, during normal business hours, after at least fifteen Landlord’s offices. Such inspection shall (15a) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility offices of Landlord in Southern California where such records are maintained. Each such examination shall be limited to pertinent its books and records are located at a mutually convenient time during Landlord's regular business hours, upon thirty (30) days advance written notice to Landlord and (b) not be conducted more than once in any calendar year, nor conducted more than once for a period calendar year. Tenant agrees to keep the results of the audit confidential (other than disclosing same to its employees, agents, accountants, attorneys and contractors) and will use its reasonable efforts to cause its agents, employees, accountants, attorneys and contractors to keep such results confidential. If after such inspection, Tenant disputes the Actual Statement, a certification as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant who has not represented Landlord or Tenant or any of their affiliates in the preceding five (5) years prior (the “Accountant”), selected by Landlord and subject to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicableTenant’s reasonable approval, and amounts paid or charged, as such determination by the case may be, are correct or incorrectAccountant (a “Certification”) shall be binding on Landlord and Tenant. WAKUNAGA Tenant agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to pay the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit; provided, however, if Tenant’s audit (if no Certification is performed) or the Certification (if applicable) shows that Tenant was overcharged in the Actual Statement by more than five percent (5%), then the actual and reasonable out of pocket cost of Tenant’s audit and the Accountant shall be paid for by Landlord.

Audit. Any examination permitted under Section 9.1 Angion shall be conducted have the right, at its own expense and not more than once in any four consecutive calendar quarters during the term of this Agreement (except for one (1) post-termination audit), to have an independent, certified public accountant, selected by WAKUNAGA or any designee (including AbbVie) Angion and reasonably acceptable to MELINTAOhr, review the records of Ohr, its Affiliates and MELINTA and Sublicensees shall make their records availablesublicensees, during normal business hours, after at least fifteen (15in the location(s) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintainedmaintained by Ohr upon reasonable notice (which shall be no less than forty five (45) days 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. Each 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 any information from Ohr. The report and communication of such examination accountant shall be limited to pertinent books a certificate stating whether any report made or payment submitted by Ohr during such period is accurate or inaccurate and records for the amount of any payment discrepancy, regardless if the discrepancy is favorable or unfavorable to Angion. Ohr shall receive a period copy of five (5) years prior each such report concurrently with receipt by Angion. Should the inspection lead to the date discovery of a discrepancy to Angion’s detriment, Ohr shall pay the amount of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement discrepancy (in form and substance reasonably acceptable to MELINTAwithout interest) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than within thirty (30) days after MELINTAof Ohr’s receipt agreement with the findings of the independent auditorinspection. Should the inspection lead to the discovery of a discrepancy to Ohr’s report so correctly concludingdetriment, Ohr will have the right to deduct such amount (without interest) make from any future royalty payment obligations; to WAKUNAGA 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 any shortfallreceiving an invoice from Angion. WAKUNAGA Angion shall bear pay the full cost of such audit the inspection unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more the discrepancy is greater than three five percent (35%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)Angion’s detriment, in which case, MELINTA case Ohr shall bear pay the full reasonable cost of charged by such auditaccountant for such inspection.

Audit. Any examination permitted under Section 9.1 Landlord shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTAhave the right, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least upon fifteen (15) days’ prior written ' notice to MELINTA 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 the Sublicensee, as applicable, determined) of Gross Sales disclosed in any statement given to Landlord by Tenant; and Tenant shall make all such records available for such examination shall take place at the facility office where such records are regularly maintained. Each Landlord shall have the right to copy and duplicate such information as Landlord may require. If any 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 (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 five percent (5%), Landlord shall also have the right to cancel this Lease by written notice given to Tenant within six (6) months after such audit. The furnishing by Tenant of any fraudulent or materially inaccurate statement shall constitute a breach of this Lease. If any audit shall be limited to pertinent commenced by Landlord or if a difference or dispute shall arise concerning Gross Sales, then Tenant's books of account and records for (including all supporting data and any other records from which Gross Sales may be tested or determined) shall be preserved and retained by Tenant until a period final resolution of five (5) years prior to the date such audit, dispute or difference. Any information obtained by Landlord as a result of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit shall be treated as confidential, except Landlord may disclose the same to sign a confidentiality agreement its property manager, employees and agents and in any 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 Landlord shall fail to audit any annual reports within thirty-six (in form 36) months after the same have been actually received by Landlord, then any such report shall be deemed conclusively true and substance reasonably acceptable to MELINTA) correct, except as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2fraudulent report., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit.

Audit. Any examination permitted under Section 9.1 Tenant or its representative shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable have the right to MELINTA, and MELINTA and Sublicensees shall make their examine such records availableupon reasonable prior notice specifying such records Tenant desires to examine, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place hours at the facility place or places where such records are maintained. Each normally kept by sending such examination shall be limited to pertinent books and records for a period of notice no later than forty-five (545) years prior to days following the date furnishing of the audit requestStatement. Before permitting any independent accounting firm Tenant may take exception to matters included in Taxes or party other than WAKUNAGA Operating Expenses, or Landlord's computation of Tenant's Prorata share of either, by sending notice specifying such exception and the reasons therefore to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in Landlord no event later than thirty (30) days after MELINTA’s receipt Landlord makes such 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 auditor’s report so correctly concluding) make payment certified public accountant approved by Landlord, whose certification as to WAKUNAGA of any shortfallthe proper amount shall be final and conclusive as between Landlord and Tenant. WAKUNAGA Tenant shall bear promptly pay the full cost of such audit certification unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting certification determines that Tenant was overbilled by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) 2% in which case Landlord shall pay for the certification up to a limit of $3,000. Pending resolution of any such exceptions in the aggregate amount due WAKUNAGA or charged foregoing manner, Tenant shall continue paying Tenant's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to MELINTA, respectively, in adjustment after any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000such exceptions are so resolved. IF A DISCREPANCY IS FOUND PER PARAGRAPH 6(g), in which case, MELINTA shall bear the full cost of such auditOPERATING 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. Any examination permitted With the exception of any fixed basic monthly or annual maintenance charge set forth in this Agreement or an Order, BCS shall maintain complete, clear and accurate records of: (a) all hours of direct labor employees engaged in work for which payment under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which this Agreement is to be provided to such accounting firm computed on the basis of actual hours worked, at a fixed rate per hour or to which such accounting firm will have access while conducting the audit other unit of time specified in this Agreement; and (b) billable costs payable by Ordering Company under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA Agreement including a written report stating whether the reports submittedphysical inventory, if applicable, . These records shall be maintained in accordance with generally accepted accounting principles so they may be readily audited and amounts paid shall be held until costs have been finally determined under this Agreement and payment or chargedfinal adjustment of payment, as the case may be, are correct has been made. BCS shall permit Ordering Company or incorrectOrdering Company's representative to examine and audit these records and all supporting records at all reasonable times. WAKUNAGA agrees to hold Audits shall be made not later than one calendar year after the expiration or termination of an Order, and the correctness of BCS's billing hereunder shall be determined from the results of that audit. In making arrangements with a vendor for the furnishing of labor, material or other items for which Ordering Company will be charged separately from the fixed basic monthly maintenance charges as set forth in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure the applicable Supplemental Agreement or Order, BCS shall require its vendor to keep separate records, and make separate invoices, covering only what is required so supplied, so that no part of the records or invoices shall apply to jobs not covered by lawthis Agreement. In making payments to a vendor for labor, material or other items for which Ordering Company will be charged separately from the event there was an underpayment by MELINTAfixed basic monthly maintenance charges as set forth in this Agreement or the applicable Supplemental Agreement or Order, hereunder, then MELINTA BCS shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make show its vendor's invoice number and date on BCS 's payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month periodadvice, and which aggregate incorrect amount is no part of that payment shall apply to other jobs not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditcovered by this Agreement.

Audit. Any examination permitted under Section 9.1 Lessee or its representative shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable have the right to MELINTA, examine Lessor’s books and MELINTA records with respect to the reconciliation of Operating Expenses and Sublicensees shall make their records availableTaxes for the prior Lease Year set forth in the Expense and Tax Statements, during Lessor’s normal business hours, after . 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 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 twenty (20 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’ prior written notice to MELINTA or the Sublicensee, as applicable, and such days after its examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such Lessor’s books and records, MELINTA may require such independent accounting firm said reconciliation shall be considered as final and its personnel involved accepted by Lessee. Notwithstanding anything to the contrary contained in such audit 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 shown on the Expense Statement in question. Upon Lessor’s request, Lessee and Lessee’s agent or vendor, if applicable, shall sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to before reviewing Lessor’s records. No examination shall be performed by any confidential information which is to be provided to such accounting firm agent or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA vendor of Lessee who has been retained by Lessee who has a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2contingent fee arrangement with Lessee., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit.

Audit. Any examination permitted under Comcast shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Program assets and pertaining to Comcast’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in this Section 9.1 shall be conducted by WAKUNAGA or any designee 21. Upon ten (including AbbVie10) reasonably acceptable to MELINTAbusiness days’ written notice, and MELINTA no more than once per calendar year during the Term and Sublicensees once during the two (2) year period following the end of the Term, Studio shall make their records availablehave the right during business hours to audit and check at Comcast’s principal place of business, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent Comcast’s books and records for a period of five (5) years prior pertaining to the date accuracy of the license fees paid or payable hereunder in the then current calendar year and immediately preceding calendar year and Comcast’s compliance with this Agreement. Any audit request. Before permitting any independent hereunder will be conducted only by a nationally recognized audit or accounting firm (provided that such firm shall agree to confidentiality provisions substantially similar to those set forth in Section 28). No portion of the compensation for any such audit or party accounting firm shall be contingent upon the results of such audit. Subject to the terms of this Section 21 and other than WAKUNAGA payments made in satisfaction of an audit, the exercise by Studio of any right to have access to such books audit or the acceptance by Studio of any statement or payment, whether or not the subject of an audit, shall not bar Studio from thereafter asserting a claim for any balance due, and records, MELINTA may require such independent accounting firm and its personnel involved in Comcast shall remain fully liable for any balance due under the terms of this Agreement. Studio shall provide the results of such audit to sign a confidentiality agreement Comcast within three (in form and substance reasonably acceptable to MELINTA3) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while months of conducting the audit under this and any such information shall be deemed confidential information of Comcast in accordance with Section 9.228. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether Studio must make any claim against Comcast within six (6) months after Studio receives the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly final results from any such audit (but in no event case later than eight (8) months after Studio’s representatives last leave Comcast’s offices). If a claim is not made within any limitation set forth herein, then the Fee payments and all reports required hereunder shall be deemed final and incontestable, and Studio will be deemed to have forever and conclusively waived its right, whether known or unknown, to collect any shortfalls from Comcast for the period(s) audited. If a confirmed discrepancy in excess of ten percent (10%) of the license fees due for the period covered by such audit is revealed by any such audit, Comcast shall, in addition to making prompt payment of the amount of such discrepancy, pay to Studio (i) the reasonable, documented out-of-pocket costs and expenses incurred by Studio for such audit, and (ii) reasonable attorney’s fees actually incurred by Studio in enforcing the collection thereof. Any overpayment identified by such audit shall, at Comcast’s election, either (a) be taken as a credit by Comcast against future license fees payable hereunder; or (b) be paid by Studio to Comcast within thirty (30) days after MELINTAStudio’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditreport.

Audit. Any examination permitted Roche shall keep records relating to the calculation of Net Sales and the fees under Section 9.1 4.1 in accordance with generally accepted accounting principles in the United States and provide copies of such records to Buyer within ninety (90) days of termination of this Agreement. During and at any time within six (6) months following termination of this Agreement, Buyer, at its expense, shall be conducted have the right to conduct one examination or audit of said records of Roche which relate solely to the services provided hereunder and costs and expenses incurred hereunder, for the sole purpose of verifying information provided by WAKUNAGA or Roche and payments made to Roche hereunder. Roche shall cooperate fully with the auditor and provide all reasonable access to records and employees necessary to promptly complete this audit. During and at any designee time within six (including AbbVie6) months following termination of this Agreement, Buyer, at its expense, shall have the right to appoint an independent certified public accounting firm reasonably acceptable to MELINTARoche who will be bound by confidentiality terms reasonable to Roche, to conduct one audit of customer invoices for the Products for the sole purpose of verifying the information provided by Roche and MELINTA and Sublicensees payments made to Roche hereunder. Such auditor shall make their records availablenot disclose any information to Medicis relating to Roche's products or business other than information which pertains directly to the purpose of the audit. If any such examination or audit discloses an underpayment or overpayment hereunder, during normal business hours, after at least fifteen (15) days’ prior written notice of such fact, specifying the amount and basis of the underpayment or overpayment shall promptly be furnished to MELINTA Roche. Subject to Roche's right to dispute the amount of any overpayment or underpayment, the Sublicenseeamount of any overpayment upon resolution of such dispute, as applicableif any, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited credited against future amounts owed to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and recordsRoche hereunder, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In there will be no such future amounts, Roche shall refund the event there was an overpayment to Buyer within thirty (30) days of such notice; and the amount of any underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than be paid to Roche within thirty (30) days after MELINTA’s receipt of such disclosure. If the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting determines that Roche has overcharged Buyer by MELINTA, or an overcharge by WAKUNAGA of more than three five percent (35%) of or more for the aggregate amount due WAKUNAGA or charged to MELINTAfee under Section 5.1 for the period audited, respectively, Roche shall promptly reimburse Buyer for all reasonable expenses incurred in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such conducting said audit.

Audit. Any examination permitted Subject to the confidentiality requirements set forth in Section 7.1 of this Franchise, Franchisee shall be responsible for making available to the LFA for inspection and audit, all records necessary to confirm the accurate payment of Franchise Fees and the XXX Xxxxx, whether the records are held by the Franchisee or an Affiliate, including records received in the ordinary course of business from any entity that collects or receives funds related to the Franchisee’s Cable Services operation in the LFA subject to the payment of Franchise Fees under this Agreement (e.g., any entity that sells advertising on the Franchisee’s behalf). Franchisee shall maintain such records for six (6) years, provided that, if the LFA commences an audit within that six (6) year period, Franchisee shall continue to maintain such records for the duration of any audit in progress at the end of that six (6) year period. The LFA shall conduct all audits expeditiously, and neither the LFA nor Franchisee shall unreasonably delay the completion of an audit. The LFA’s audit expenses shall be borne by the LFA unless the audit determines that the payment to the LFA should be increased by five percent (5%) or more in the audited period, in which case the reasonable, documented out of pocket costs of the audit, together with any additional amounts due to the LFA as a result of such audit, shall be paid by Franchisee to the LFA within sixty (60) days following written notice to Franchisee by the LFA of the underpayment, which notice shall include a copy of the audit report; provided, however, that Franchisee’s obligation to pay or reimburse the LFA’s audit expenses shall not exceed SEVEN THOUSAND FIVE HUNDRED DOLLARS ($7,500). If re-computation results in additional revenue to be paid to the LFA, such amount shall be subject to interest charges computed from the due date, at the then-current rate set forth in Section 9.1 5004 of the New York Civil Practice Law and Rules (which as of the date of execution of this Agreement is nine percent (9%) per annum) per annum during the period such unpaid amount is owed. If the audit determines that there has been an overpayment by Franchisee, the Franchisee may credit any overpayment against its next quarterly payment. Said audit shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, an independent third party and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or no auditor so employed by the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination LFA shall be limited to pertinent books and records for compensated on a period success based formula, e.g., payment based on a percentage of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and recordsan underpayment, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2if any. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was LFA shall not conduct an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later audit more frequently than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than once every three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audityears.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or (a) At its option, Lessor may at any designee time, upon ten (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (1510) days’ , prior written notice to MELINTA or Xxxxxx, arrange for an auditor selected by Lessor to conduct a complete audit (including a physical inventory) of the Sublicensee, as applicable, entire records and such examination operations of Lessee and Sub-lessee included in Gross Revenues from the Property during the period covered by any statement issued by Xxxxxx. Lessee shall take place make available to the Lessor's auditor at the facility where Property or Xxxxxx's main accounting office on the day set forth in Lessor's notice, requiring such records are maintained. Each such examination shall be limited to pertinent books 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 a period the purpose of five (5) years prior making such audit. Lessee shall promptly pay to Lessor the date amount of the audit requestany deficiency in Percentage Rent payments disclosed by any such audit. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in If such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which shall disclose that Xxxxxx's statement of Gross Revenues is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except at variance to the extent necessary for WAKUNAGA of five percent (5%) or more, Lessor may bill to enforce its rights under this Agreement or if disclosure is required Lessee the cost of such audit, which shall be paid by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than Lessee within thirty (30) days after MELINTA’s Xxxxxx's receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfallLessor's invoice. WAKUNAGA shall bear the full cost of If such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA shall disclose that Xxxxxx's statement of more than three Gross Revenues is at variance to the extent of ten percent (310%) of the aggregate amount due WAKUNAGA or charged to MELINTAmore, respectivelythen Lessor, in any twelve addition to the foregoing remedy and other remedies available to Lessor, shall have the option, upon Lessee's failure to pay such additional sums within thirty (1230) month perioddays after written notice to the Lessee, to declare this Lease terminated and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)the Lease Term ended, in which caseevent 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, MELINTA and Xxxxxx shall bear vacate and surrender the full cost Property but shall 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, 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 Xxxxxx's auditor and Lessor's auditor shall schedule a date for an audit of Lessee's records in accordance with this Section 4.7, and Lessee shall fail to be available or shall otherwise fail to comply with the requirements for such audit, Lessee shall pay all costs and expenses associated with the canceled audit.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA During the Term and continuing until the date six (6) months following the date of expiration or any designee earlier termination of this Agreement, Blockbuster agrees that *, with twenty-four (including AbbVie24) reasonably acceptable to MELINTAhours advance written notice, and MELINTA and Sublicensees shall make their records availablemay conduct, during normal business hours, after at least fifteen : (15a) days’ prior written notice a reasonable number of audits per year of Blockbuster's business operations and records relating to MELINTA or the Sublicensee, as applicable, and such examination shall take place performance under this Agreement at the facility where such Blockbuster Headquarters; and (b) a reasonable number of audits per year, to be conducted Monday through Wednesday only, of business operations and records are maintainedat Participating Stores, solely pertaining to the Copies leased by Blockbuster pursuant to ---------- * Confidential material omitted and separately filed with the Commission under an application for confidential treatment. Each such examination this Agreement and limited to the information specified in Section 7 of Exhibit C. Any additional audit request of information not provided for above including, without limitation, any audit of Bad Debt or Promotional and Operational Credits shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit requestperformed by Blockbuster's certified public accountant on an annual basis. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it Any audits conducted pursuant to this Section 9.2.section shall relate to Blockbuster's compliance with the terms of this Agreement and shall not unreasonably interfere with Blockbuster's daily business operations. Within six (6) business days following * or its designee's reasonable request, except Blockbuster shall deliver to * or its designee (including an on-site auditor for either) a list of every Rental Picture, Copies of which are leased to Blockbuster under this Agreement, the number and location of each Copy of each Rental Picture in each Participating Store and in the Distribution Center, and, if such Copy is rented to a consumer, the Participating Store from which such Copy was rented. * agrees that the data and other information collected by * may be used by * only in connection with such audits to fulfill * commitments under this Agreement. If any such audit establishes a material breach of this Agreement, Blockbuster shall promptly pay any deficiency (to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear disputed) and the full reasonable cost of to conduct such audit.

Audit. Any examination permitted Landlord shall maintain at all times during the Lease Term, at Landlord’s corporate office as set forth in Landlord’s notice address under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable the Lease, complete and accurate books of account and records prepared in accordance with generally accepted accounting principles with respect to MELINTAOperating Expenses and Taxes, and MELINTA shall retain such books and Sublicensees records, as well as contracts, bills, vouchers, and checks, and such other documents as are reasonably necessary to properly audit Operating Expenses and Taxes. Tenant shall make their have the right to examine, audit and photocopy Landlord’s books and records availablerelating to Tenant’s Proportionate Share of Operating Expenses and Taxes for any Operating Year for a period of four (4) months following the date that Tenant receives the Operating Statement and Tax Statement; provided, during normal business hourshowever, after at least fifteen that (15a) Tenant may exercise such right only once per twelve (12) month period; and (b) Tenant signs a confidentiality agreement in form satisfactory to Landlord in its reasonable discretion. Tenant shall give Landlord not less than thirty (30) days’ prior written notice of its intention to MELINTA or the Sublicensee, as applicable, examine and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require and such independent accounting firm examination and its personnel involved audit shall take place in the city where the Premises are located. All costs of the examination and audit shall be performed by a certified public accountant and shall be on a non-eontingent fee basis and shall be borne by Tenant; provided, however, that if such examination and audit to sign a confidentiality agreement establishes that Tenant’s Proportionate Share of Operating Expenses and Taxes for the year in question are less than the amount set forth on the Operating Statement and Tax Statement by at least five percent (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder5%), then MELINTA Landlord shall pay the reasonable costs of such examination and audit. If the payments made by Tenant for such year are more than Tenant’s required payment on account thereof for such Operating Year, Landlord shall promptly (but in no event later refund such overpayment. If the payments made by Tenant for such year are less than Tenant’s required payment on account thereof for such Operating Year, Tenant shall pay the deficiency to Landlord within thirty (30) days after MELINTA’s receipt conclusion of the independent auditorexamination and audit as well as Landlord’s report so correctly concluding) actual out-of-pocket costs in connection with such examination and audit. The obligation to make such refund or payment to WAKUNAGA of for any shortfall. WAKUNAGA period within the Lease Term shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) survive expiration of the aggregate amount due WAKUNAGA or charged Lease Term. If Tenant does not elect to MELINTAexercise its right to examine and audit Landlord’s books and records for any Operating Year within the time period provided for by this Section 5, respectively, in any twelve (12) month period, Tenant shall have no further right to challenge Landlord’s Operating Statement and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditTax Statement.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) Seller will have the right, at its own cost, to have an independent certified public accounting firm of nationally recognized standing, reasonably acceptable to MELINTABuyer and who agrees to be bound by a customary undertaking of confidentiality, and MELINTA and Sublicensees shall make their records available, have access during normal business hours, after at least fifteen (15) days’ and upon reasonable prior written notice notice, to MELINTA or Buyer’s books, records and accounts (including, without limitation, electronic records and accounts) as may be reasonably necessary to verify the Sublicenseeaccuracy of Net Sales, Sublicense Receipts and Royalties, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a any period of five ending not more than twenty-four (524) years months prior to the date of such request; provided, however, that Seller will not have the audit request. Before permitting any independent accounting firm or party other right to conduct more than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in one such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to calendar year or more than one such accounting firm or to which such accounting audit covering any given time period. The auditing firm will have access while conducting disclose to Seller only the results of its audit and not any other information. Any such audit shall be made during Buyer’s normal business hours and shall not unreasonably interfere with the business of Buyer and shall be completed within a reasonable timeframe. Seller will bear all the costs of such audit, unless a discrepancy of more than 5% exists in favor of the Seller in which case the Buyer will bear the costs of said audit. If, based on the results of such audit, additional payments are owed by Buyer under this Section 9.2. The reviewing independent accounting firm will prepare Agreement, Buyer shall, at its own cost, have an additional thirty (30) days to conduct an additional (second) audit to verify Seller’s audit results and provide to MELINTA a written report stating whether the reports submitteddiscrepancies found during the first audit, if applicableand, and amounts paid or chargedassuming the two audits reconcile, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA Buyer shall promptly (but in no event later than make such additional payments within thirty (30) days after MELINTAthe date on which such second accounting firm’s written report is delivered to Buyer. Xxxxx will promptly, but no later than 7 days after the receipt of the second accounting firm's written report, give a copy of that report to Seller. If the results of the two audits do not reconcile, then the parties must engage in good faith negotiations for a period of thirty (30) days with the view of resolving the audit discrepancies as soon as possible. If the parties are unable to reach an agreement as to how the audit discrepancies should be resolved, then a party may engage a third independent auditor (who will be selected by the head of the Institute of Certified Public Accountants in Israel if the parties are unable to agree an auditor’s ) to review the discrepancies between the two audits and conduct (if necessary) a third and final audit to resolve those discrepancies. The third auditor will provide its draft report so correctly concluding) make payment to WAKUNAGA Seller and Buyer for their reasonable comment and review before finalizing same. The determination of any shortfallthe third auditor will be final and binding on the parties in the absence of manifest error. WAKUNAGA The parties shall bear equally share the full costs incurred by the third auditor to be conducted, unless the third audit substantially confirms the results of the either parties’ individual audit in which case the cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting shall be paid by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditother party hereto.

Audit. Any examination permitted under Section 9.1 Provided an Event of Default on the part of the Tenant is not then existing, Tenant or its accountant (but not a subtenant) shall be conducted by WAKUNAGA or any designee have the right after seven (including AbbVie7) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ days prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited Landlord to pertinent examine Xxxxxxxx's books and records of Operating Expenses and Taxes for a period the immediately preceding calendar year during normal business hours at the office of five Landlord or Landlord's agent within sixty days (560) years prior to days following the date furnishing of the audit requestTax and Operating Expense Adjustment Statements to Tenant. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as Unless Tenant takes written exception to any confidential information item within sixty days (60) days following the furnishing of the Adjustment Statements to Tenant (which is item shall be paid in any event), such statements shall be considered as final and accepted by Xxxxxx. Tenant may take exception to be provided matters included in Taxes or Operating Expenses, or Landlord's computation of Xxxxxx's Proportionate Share of either, by sending notice specifying such exception and the reasons therefor to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in Landlord no event later than thirty (30) days after MELINTA’s receipt Landlord makes such records available for examination. Such Rent Adjustment Statements 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 Xxxxxxxx'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 auditor’s report so correctly concluding) make payment certified public accountant, whose certification as to WAKUNAGA of any shortfallthe proper amount shall be final and conclusive as between Landlord and Tenant. WAKUNAGA Tenant shall bear promptly pay the full cost of such audit certification unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting certification determines that Tenant was overbilled by MELINTA, or an overcharge by WAKUNAGA of more than three two percent (32%) ). 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 adjustment after any such exceptions are so resolved. Tenant acknowledges that Landlord has made no representation, warranty or guaranty relating to the amount of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, Tax Base and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditOperating Expense Base.

Audit. Any examination permitted under Section 9.1 Angion shall be conducted have the right, at its own expense and not more than once in any four consecutive calendar quarters during the term of this Agreement (except for one (1) post- termination audit), to have an independent, certified public accountant, selected by WAKUNAGA or any designee (including AbbVie) Angion and reasonably acceptable to MELINTAOhr, review the records of Ohr, its Affiliates and MELINTA and Sublicensees shall make their records availablesublicensees, during normal business hours, after at least fifteen (15in the location(s) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintainedmaintained by Ohr upon reasonable notice (which shall be no less than forty five (45) days 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. Each 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 any information from Ohr. The report and communication of such examination accountant shall be limited to pertinent books a certificate stating whether any report made or payment submitted by Ohr during such period is accurate or inaccurate and records for the amount of any payment discrepancy, regardless if the discrepancy is favorable or unfavorable to Angion. Ohr shall receive a period copy of five (5) years prior each such report concurrently with receipt by Angion. Should the inspection lead to the date discovery of a discrepancy to Angion’s detriment, Ohr shall pay the amount of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement discrepancy (in form and substance reasonably acceptable to MELINTAwithout interest) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than within thirty (30) days after MELINTAof Ohr’s receipt agreement with the findings of the independent auditorinspection. Should the inspection lead to the discovery of a discrepancy to Ohr’s report so correctly concludingdetriment, Ohr will have the right to deduct such amount (without interest) make from any future royalty payment obligations; to WAKUNAGA 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 any shortfallreceiving an invoice from Angion. WAKUNAGA Angion shall bear pay the full cost of such audit the inspection unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more the discrepancy is greater than three five percent (35%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)Angion’s detriment, in which case, MELINTA case Ohr shall bear pay the full reasonable cost of charged by such auditaccountant for such inspection.

Audit. Any examination permitted under Section 9.1 MITSUBISHI shall keep and shall cause to be conducted kept accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by WAKUNAGA or VERTEX. Upon the written request of VERTEX, at VERTEX’s expense and not more than once in any designee (including AbbVie) reasonably acceptable to MELINTAcalendar year, MITSUBISHI shall permit an independent accountant of national prominence selected by VERTEX, and MELINTA and Sublicensees shall make their records availableapproved by MITSUBISHI, to have access during normal business hourshours 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, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period in respect of five (5) years any calendar year ending not more [***] prior to the date of the audit requestsuch notice. Before permitting Such accountant shall not disclose any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved information except that which should properly be contained in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit sales report required under this Section 9.2Agreement. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold MITSUBISHI shall include in strict confidence all information disclosed to 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 9.2.6.5. Upon the expiration of three (3) years following the end of any calendar year, except the calculation of amounts payable with respect to such calendar year, [***] Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the extent necessary Commission. unless 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 WAKUNAGA such year. The report prepared by such independent accountant, a copy of which shall be sent or otherwise provided to enforce 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 will specify that the amounts paid to VERTEX pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If such independent accountant’s report shows any underpayment, MITSUBISHI shall remit or shall cause its rights under this Agreement Affiliates or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than sublicensees to remit to VERTEX within thirty (30) days after MELINTA’s MITSUBISHI’ receipt of such report, (i) the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost amount of such audit unless underpayment and (ii) if such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three underpayment exceeds five percent (35%) of the aggregate total amount due WAKUNAGA or charged to MELINTAowed for the calendar year then being audited, respectively, in any twelve (12) month period, the reasonable and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost necessary fees and expenses of such independent accountant performing the audit, subject to reasonable substantiation thereof. Any overpayments shall be 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 that VERTEX shall retain and cause its accountant to retain all such information in confidence.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA Within one hundred eighty (180) days after receipt of Landlord's statement of Common Area Maintenance Costs as provided in PARAGRAPH 5.D.(II), Tenant or any designee its designee, on not less than five (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (155) days’ ' prior written notice to MELINTA or Landlord, shall have the Sublicenseeright to, as applicableat Tenant's sole cost and expense, audit, examine and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent copy Landlord's books and records for a period of five (5) years prior with respect to the date of Common Area Maintenance Costs for the audit requestyear for which the Landlord's statement pertains. Before permitting any independent accounting firm or party other than WAKUNAGA If Tenant fails to give such written notice to Landlord within such 180-day period, Tenant shall be deemed to have access forever waived its right to audit the Common Area Maintenance Costs for the year for which the Landlord's statement pertains. Landlord shall cooperate with Tenant in any such examination of its books and records. Tenant shall have the right to audit at Landlord's local offices, MELINTA may require such independent accounting firm at Tenant's expense, Landlord's accounts and its personnel involved in records relating to Common Area Maintenance Costs and Impositions. If such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except reveals to the extent necessary for WAKUNAGA reasonable satisfaction of Landlord and Tenant that Landlord has overcharged Tenant, the amount overcharged shall be paid to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than Tenant within thirty (30) days after MELINTA’s receipt the audit is concluded. If such audit reveals to the reasonable satisfaction of Landlord and Tenant that Landlord has undercharged Tenant, the amount undercharged shall be paid to Landlord within thirty (30) days after the audit is concluded. In addition, if the audit reveals to the reasonable satisfaction of Landlord and Tenant that Landlord's statement exceeds the actual Common Area Maintenance Costs and Impositions which should have been charged to Tenant by more than seven percent (7%), the cost of the independent auditor’s report so correctly concluding) make payment audit shall be paid by Landlord. If Tenant retains or utilizes a third party to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of perform such an audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTACommon Area Maintenance Costs and Impositions, respectively, in any twelve (12) month period, and which aggregate incorrect amount is Tenant shall not less compensate such third party on anything other than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditan hourly basis.

Audit. Any examination permitted Upon Tenant’s written request given not more than one hundred eighty (180) days after 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 Section 9.1 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 in connection with said Expenses and Taxes as Tenant may reasonably request (provided, however, that with respect to Taxes, Landlord shall only be conducted required to deliver the applicable tax xxxx 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 documentation by WAKUNAGA 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 any designee regionally recognized certified public accounting firm which has previous experience in auditing financial operating records of landlords of office buildings, and (including AbbVieii) 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 acceptable to MELINTALandlord, designated and paid for by Tenant, 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 MELINTA (C) a copy of the audit agreement between Tenant and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice its particular certified public accounting firm has been delivered to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years Landlord prior to the date commencement of the audit requestaudit. Before permitting any independent In connection with such audit, Tenant and Tenant’s certified public accounting firm or party other than WAKUNAGA must agree in advance to have access to such books follow Landlord’s reasonable rules and procedures regarding an audit of the aforementioned Landlord records, MELINTA may require such independent accounting firm and its personnel involved in shall execute a commercially reasonable confidentiality agreement regarding such audit to sign a (which confidentiality agreement (in form and substance reasonably acceptable shall include an obligation for Tenant to MELINTA) as to maintain the confidentiality of any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it copies of Landlord’s records made by Tenant pursuant to this Section 9.2.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, except thereafter, waives the right or ability to audit the extent necessary 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 WAKUNAGA to enforce its rights under this Agreement or if disclosure is required the Building for the year in question by law. In more than four percent (4%), Tenant shall pay Landlord for all costs incurred by Landlord in connection with such audit by the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than Accountant within thirty (30) days after MELINTALandlord’s receipt demand therefor. If it is finally determined that Expenses and Taxes for the year in question are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA 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 shortfall. WAKUNAGA shall bear the full cost underpayment within thirty (30) days of such determination. Tenant hereby acknowledges that Tenant’s sole right to audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting Landlord’s records and to contest the amount of Expenses and Taxes payable by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, Tenant shall be as set forth in any twelve (12) month periodthis Paragraph 4.F, and which aggregate incorrect Tenant hereby waives any and all other rights pursuant to applicable law to audit such records and/or to contest the amount is of Expenses and Taxes payable by Tenant. Notwithstanding any contrary provision hereof, Landlord shall not less 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 fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear connection with the full cost of such audit.first review for a calendar year performed by Tenant pursuant to this Paragraph 4.F.

Audit. Any examination permitted 11.1 TCAM shall maintain accurate books and records to enable the verification of the accuracy of TCAM’s Royalty payments under Section 9.1 this Agreement and TCAM’s compliance with its obligations under this Agreement. TCAM shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or retain the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for each Royalty Period for a period rolling three (3) year period. Upon reasonable prior notice to TCAM, GALT shall have access to the relevant books and records under the control of TCAM to conduct a review or audit not more than twice (2X) per calendar year, for the sole purpose of verifying the accuracy of TCAM’s Royalty payments and compliance with this Agreement. The audit may determine, among other issues, whether there has been an underpayment of Royalties and, if so, the amount thereof. Such access shall be permitted during TCAM’s normal business hours during the term of this Agreement and for five (5) years prior to after the date expiration or termination of the Agreement. Any such inspection or audit request. Before permitting shall be at GALT’s expense; provided, however, that in the event an inspection reveals underpayment by TCAM of ten percent (10%) or more in any independent accounting firm or party other than WAKUNAGA to have access to such books and recordsaudit period, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting TCAM shall pay the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether costs of the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by lawinspection. In the event there was an underpayment by MELINTAany event, hereunder, then MELINTA TCAM shall promptly (but in no event later than pay to GALT any undisputed underpayment, within thirty (30) days after MELINTA’s of receipt of such written audit. Notwithstanding the independent auditor’s report so correctly concluding) make payment to WAKUNAGA foregoing and for the avoidance of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectivelydoubt, in any twelve (12) month period, and which aggregate incorrect amount no event shall TCAM be required to provide records or facilitate access to information that is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA directly related to this Agreement. Any and all information disclosed under this Section 11 shall bear the full cost be deemed TCAM’s Confidential Information subject to Section 6 of such auditthis Agreement.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or At its option, Landlord may at any designee time, upon three (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (153) days’ ' prior written notice to MELINTA Tenant, arrange for an auditor selected by Landlord to conduct a complete audit (including a physical inventory) of the entire records and operations of Tenant and/or any concessionaire concerning business transacted upon or includable in Gross Sales from the Sublicensee, leased premises during the period covered by any statement issued by Tenant or a concessionaire as applicable, and such examination above set forth in Article III. Tenant shall take place make available to Landlord's auditor at the facility where leased premises (or at Tenant's corporate headquarters, if elected by Landlord) within three (3) days following Landlord's notice requiring such records are maintained. Each such examination shall be limited to pertinent books audit, all of the books, source documents, accounts and records referred to in Section 3.1 of this Lease and any other materials which such auditor deems necessary or desirable for a period the purpose of five (5) years prior making such audit. Tenant shall promptly pay to Landlord the date amount of the audit requestany deficiency in percentage rent payments disclosed by any such audit. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in If such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which shall disclose that Tenant's statement of Gross Sales is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except at variance to the extent necessary for WAKUNAGA of a one percent (1%) or more, Landlord may bill to enforce its rights under this Agreement or if disclosure is required Tenant the amount of any deficiency and the cost of such audxx, which shall be paid by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly Tenant within ten (but in no event later than thirty (3010) days after MELINTA’s Tenant's receipt of Landlord's invoice; in the independent auditor’s report so correctly concluding) make payment event Tenant fails to WAKUNAGA pay such discrepancy and costs, Landlord may terminate this Lease as set forth below and/or shall have such other rights and remedies as may be provided herein or at law arising by virtue of any shortfallTenant's failure to pay rent. WAKUNAGA shall bear the full cost of If such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA shall disclose that Tenant's statement of more than Gross Sales is at variance to the extent of three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTAmore, respectivelythen Landlord, in any twelve addition to the foregoing remedy and other remedies available to Landlord, shall have the option, upon at least ten (1210) month perioddays' notice to Tenant, to declare this Lease terminated and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)the term ended, in which caseevent 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 term, MELINTA and Tenant shall bear vacate and surrender the full cost leased premises but shall remain liable for all obligations arising during the balance of the original stated term as provided in this Lease. In addition to the foregoing, and in addition to all other remedies available to Landlord, in the event Landlord or Landlord's auditor shall schedule a date for an audit of Tenant's records in accordance with this Section, and Tenant shall fail to be available or shall otherwise fail to comply with the requirements for such audit., Tenant shall pay all costs and expenses associated with the scheduled audit. SEE ATTACHED RIDERS FOR INSERTS