Common use of Audit Clause in Contracts

Audit. Not more than once per year, or at any time a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13.

Audit. Not more than once per year, or at any time a Each Party has a reasonable, good faith belief that will maintain complete and accurate records in sufficient detail to permit the other Party has materially breached to confirm the accuracy of the calculation of Royalties and other payments under this Agreement. Upon reasonable prior notice, or (at a mutually convenient time, such records will be available during regular business hours for a period of [***] years from the end of the Calendar Year to which they pertain for examination at the extent with respect to this Agreement) expense of the Umbrella Secrecy Agreementrequesting Party, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breachnot more often than [***] each Calendar Year, upon thirty (30) days’ advance written notice, such first Party may cause by an independent Third certified public accountant selected by the requesting Party auditor that is and reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to other Party, for the audited Party to audit, during regular business hours and in a manner that complies with sole purpose of verifying the reasonable building and security requirements accuracy of the audited Royalty Reports furnished by the other Party and its Affiliatespursuant to this Agreement. Any such auditor will not disclose the other Party’s Confidential Information, the books, records and facilities of such audited Party and its Affiliates except to the extent reasonably such disclosure is necessary to determine such audited Party’s and its Affiliates’ compliance with verify the accuracy of the Royalty Reports furnished by the other Party or the amount of payments due by the other Party under this Agreement or (during the prior [***] months. In the event such auditor determines that there has been a discrepancy, the requesting Party shall provide to the extent with respect to this Agreement) other Party a copy of the Umbrella Secrecy Agreementaccountant’s report. Any audit conducted under this amounts shown to be owed but unpaid will be paid within [***] days after the date of receipt by the paying Party of the accountant’s report, plus interest (as set forth in Section 2.13 shall not interfere unreasonably with 9.7 (Manner of Payment; Late Payment)) from the operations original due date. Any amounts shown to have been overpaid will be refunded within [***] days after the date of receipt by the refunding Party of the accountant’s report. The requesting Party will bear the full cost of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if unless such audit reveals a material breach discloses an underpayment by the other Party of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion more than [***] of the auditamount due, in which case the Third other Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not will bear the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes full expense of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13[***].

Audit. Not more than once per yearFor a period of three (3) years after the calendar year to which the records relate, MDCO shall keep complete and accurate records pertaining to the sale or at any time a other disposition of the Products in sufficient detail to permit Eagle to confirm the accuracy of all payments due hereunder and Eagle shall keep complete and accurate records pertaining to the Development Program costs, the Supply Cost and all components of Gross Profit (if applicable) in sufficient detail to permit MDCO to confirm the accuracy of all payments made or due hereunder. Each Party has a reasonableshall have the right to cause an independent, good faith belief that nationally-recognized, certified public accountant to which the other Party has materially breached no reasonably, well-founded objection to audit such records to confirm, if MDCO is audited, the gross invoiced sales amounts, the Net Sales and royalty or Gross Profit payments in respect thereof, or if Eagle is audited, the Development Program costs, Supply Cost and Gross Profit payments; provided, however, that such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the amount of royalties and other payments due under this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is shall enter into a non-disclosure agreement reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable Party. Such audits may be exercised once a year on reasonable notice to the audited Party and during normal business hours, within three (3) years after the royalty or other period to auditwhich such records relate. Any amounts shown to be owing by such audits shall [*] = Certain confidential information contained in this document, during regular business hours marked by brackets, has been omitted and in a manner that complies filed separately with the reasonable building Securities and security requirements Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. be paid promptly. The auditing Party shall bear the cost of such audit unless such audit discloses that the audited Party and its Affiliateshas overcharged or underpaid the auditing Party by more than [*] from the amounts actually owed for the period audited, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreementin which case, the audited Party shall pay all such costs. Upon conclusion bear the reasonable cost of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13.

Audit. Not more than once per yearAt the request of the other Party, or at any time a each Party has a reasonableshall, good faith belief that and shall cause its Affiliates to, permit an independent public accounting firm of nationally recognized standing designated by the other Party has materially breached this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party Party, at reasonable times during normal business hours and subject upon reasonable notice, to written confidentiality obligations that audit the books and records maintained pursuant to Section 6.11 to ensure the accuracy of all reports and payments made hereunder. For the purposes of such examination, AbbVie shall make all such books and records available at a centralized location which shall be selected by AbbVie from its regular business premises in either the United States or the European Union. Such examinations may not (i) be conducted for any Calendar Quarter more than […***…] after the end of such quarter, (ii) be conducted more than […***…] in any […***…] period (unless a previous audit during such […***…] period revealed an underpayment with respect to such period), or (iii) be repeated for any Calendar Quarter. The accounting firm shall disclose only whether the reports are reasonably acceptable to correct or not, and the specific details concerning any discrepancies. No other information shall be shared. Except as provided below, the cost of this audit shall be borne by the auditing Party, unless the audit reveals a variance of more than […***…] percent ([…***…]%) from the reported amounts, in which case the audited Party to audit, during regular business hours and in a manner that complies with shall bear the reasonable building and security requirements cost of the audited Party and its Affiliatesaudit. Unless disputed pursuant to Section 6.13 below, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or concludes that (to x) additional amounts were owed by the extent with respect to this Agreement), the Umbrella Secrecy Agreementaudited Party, the audited Party shall pay all such costs. Upon conclusion of the auditadditional amounts, with interest from the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether date originally due, or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied (y) excess payments were made by the audited Party’s , the auditing Party shall reimburse such excess payments, in either case (and in (x) or (y)), within […***…] after the case of an date on which such audit of its Affiliates or Sublicenseesis completed by the auditing Party. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13AS AMENDED.

Audit. Not more than once per year, or at any time a Each Party has a reasonable, good faith belief that shall have the other Party has materially breached this Agreement, or (right to the extent with respect to this Agreement) the Umbrella Secrecy Agreementhave an independent certified public accounting firm of internationally recognized standing, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the other Party, provided with access by such other Party during normal business hours, and upon reasonable prior written notice, to examine only those records of such other Party (and its Affiliates and sublicensees) as may be reasonably necessary to determine, with respect to any Calendar Year ending not more than three (3) years prior to the auditing Party’s request, the correctness or completeness of any payment made under this Agreement. Such examinations may not (a) be conducted more than once in any *** period (unless a previous audit during such *** period revealed an underpayment with respect to such period or the audited Party restates or revises such books and records for such period) or (b) be repeated for any Calendar Year. Results of such audit shall (i) be (A) limited to information relating to the Licensed Products, (B) made available to both Parties in writing and (C) subject to written confidentiality obligations that are reasonably acceptable to Article 10 and (ii) not reveal any specific information of the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited auditing Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or other than (to the extent with respect to this AgreementA) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with its payment obligations under this AgreementAgreement and (B) the amount of any additional payment owed to the auditing Party or excess payment reimbursable to the audited Party. Except as provided below, and the cost of this examination shall be borne by the auditing Party, unless the audit reveals a variance of more than five percent (5%) from the reported amounts, in which case the audited Party shall bear the cost of the audit. Unless disputed pursuant to Section 13.18.3, if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for concludes that additional payments were owed or that excess payments were made during such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Sectionperiod, the audited Party may require that shall pay the Third additional amounts, with interest from the date originally due as provided in Section 13.18.1, or the auditing Party conducting shall reimburse such excess payments, with interest from the audit pursuant date of original payment as provided in Section 13.18.1, within sixty (60) days after the date on which such auditor’s written report is delivered to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13Parties.

Audit. Not The University may, upon five (5) business days advance written notice specifying any time of day during Licensee's business hours (or if Licensee has no set business hours then during the hours of 8AM to 4PM), either itself or using a third party agent, audit Licensee's books and records at Licensee's place of business for the purpose of verifying Licensee's reports and compliance by Licensee in all other respects with this Agreement. In no event shall such audits be conducted hereunder more frequently than once every twelve (12) months and in no case shall University be permitted to repeat an audit of books for a period previously audited unless Licensee has undergone a restatement of its records for that period. Notwithstanding the foregoing, Licensee will grant University, or its auditor, access to all of Licensee’s records for all prior periods to the extent necessary to perform a proper audit. If any audit identifies an underpayment by Licensee, Licensee will promptly pay the underpayment to University including interest as provided for in Section 4.03. If any audit identifies an overpayment by Licensee, Licensee may deduct such overpayment from the next scheduled payments due University until such overpayment has been recovered by Licensee. If any audit leads to the discovery of an underpayment in respect of any Calendar Quarter of more than once per year, five percent (5%) between amounts due in respect of such quarter and amounts reported to be due by Licensee in its quarterly report for such quarter or at any time otherwise reveals a Party has a reasonable, good faith belief that the other Party has materially breached previously undisclosed material breach of this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy AgreementLicensee will, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon within thirty (30) days’ advance days after written noticenotice from the University, reimburse the University for all of its costs related to the audit. Otherwise, any audit will be at the University’s expense. Licensee will, in any event and without regard to the size of the discrepancy, immediately pay to the University the amount of any previous underpayment, including interest from the time such first Party may cause amount was due until paid in full in accordance with Section 4.03. Any audit conducted pursuant to this Section 5.05 will be conducted, at University’s option, by the University itself or by an independent Third Party auditor that is selected by University and reasonably acceptable to the audited Party and subject Licensee. For the avoidance of any doubt, University’s right to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted books under this Section 2.13 shall not interfere unreasonably 5.05 applies to all Affiliates that sell Licensed Products or practice Licensed Processes and to all Permitted Sublicensees to the same extent that it applies to Licensee. Failure by Licensee, an Affiliate or a Permitted Sublicensee to permit University to conduct an audit as set forth in this Section 5.05 will immediately give University the right to suspend the non-compliant party’s rights under the Patent Rights and/or Copyright [DELETE IF NO COPYRIGHT] until such time as said party becomes compliant with this Section 5.05. University’s right to audit Licensee’s books in accordance with this Section 5.05 will extend for three (3) years after the operations of such audited Party expiration or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach termination of this Agreement or (to the extent with for any reason. With respect to this Agreementany University’s rights under a continuing Sublicense under Section 2.03(A) and 2.03(E), University’s right to audit the Umbrella Secrecy Agreement, Sublicensee’s books will extend for three (3) years after the audited Party shall pay all such costs. Upon conclusion expiration or termination of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis said Sublicense for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13any reason.

Audit. Not more than once per yearAs soon as is reasonably practical after each Operating Year, or Landlord shall provide Tenant with a statement (a “Statement”) setting forth the actual ultimate Additional Rent for the subject Operating Year. If Tenant disputes the amount set forth in a given Statement, Tenant shall have the right, at any time a Party has a reasonableTenant's sole expense, good faith belief that the other Party has materially breached this Agreement, or (to the extent cause Landlord's books and records with respect to the particular Operating Year that is the subject of that particular Statement to be audited (the “Audit”) by a certified public accountant mutually acceptable to Landlord and Tenant (the “Accountant”), provided Tenant (i) has not defaulted under this AgreementLease and failed to cure such default on a timely basis and (ii) the Umbrella Secrecy Agreement, and provides delivers written notice (an “Audit Notice”) to such other Party as well as detailed documentation Landlord on or other evidence of such alleged breach, upon prior to the date that is thirty (30) days’ advance written notice, days after Landlord delivers the Statement in question to Tenant (such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates30-day period, the books, records and facilities of such audited Party and its Affiliates “Response Period”). If Tenant fails to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent timely deliver an Audit Notice with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (given Statement, then Tenant's right to the extent undertake an Audit with respect to this Agreement)that Statement and the Operating Year to which that particular Statement relates shall automatically and irrevocably be waived and such Statement shall be final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct. If Tenant timely delivers an Audit Notice, Tenant must commence such Audit within thirty (30) days after the Audit Notice is delivered to Landlord, and the Audit must be completed within thirty (30) days of the date on which it is begun. If Tenant fails, for any reason other than Landlord’s lack of cooperation, to commence and complete the Audit within such periods, the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish Statement that Tenant elected to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit Audit shall be deemed Confidential Information for purposes final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct. The Audit shall take place at the offices of this AgreementLandlord where its books and records are located, at a mutually convenient time during Landlord's regular business hours. Notwithstanding anything Before conducting the Audit, Tenant must pay the full amount of the Additional Rent billed under the Statement then in question. Tenant hereby covenants and agrees that the Accountant engaged by Tenant to conduct the Audit shall be compensated on an hourly basis and shall not be compensated based upon a percentage of overcharges it discovers. If an Audit is conducted in a timely manner, such Audit shall be deemed final and binding upon Landlord and Tenant and shall, as between the parties, be conclusively deemed correct. If the results of the Audit reveal that the actual ultimate Additional Rent does not equal the aggregate amount of the estimated Additional Rent actually paid by Tenant to Landlord during the Operating Year that is the subject of the Audit, the appropriate adjustment shall be made between Landlord and Tenant, and any payment required to be made by Landlord or Tenant to the contrary in other shall be made within thirty (30) days after the Accountant’s determination. In no event shall this Section, Lease be terminable nor shall Landlord be liable for damages based upon any disagreement regarding an adjustment of the audited Party may require Additional Rent. Tenant agrees that the Third Party conducting the audit pursuant results of any Audit shall be kept strictly confidential by Tenant and shall not be disclosed to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates any other person or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13entity.

Audit. Not At either Party’s request, the other Party shall, and shall cause its Affiliates to, permit one of the [***] largest (by turnover) independent public accounting firms in the country of the audited Party, the specific firm to be designated by the auditing Party, at reasonable times during normal business hours and upon reasonable notice, to audit the books and records maintained pursuant to Section 9.4 to ensure the accuracy of all reports and payments made hereunder. Such examinations may not (a) be conducted for any Quarter more than [***] Years after the end of such Year to which such books and records pertain, (b) be conducted more than once per year, or at in any time [***] month period (unless a Party has a reasonable, good faith belief that the other Party has materially breached this Agreementprevious audit during such [***] month period revealed an underpayment with respect to such period), or (c) be repeated for any Quarter, unless as a component of an examination applicable to a Year that includes such Quarter. The accounting firm shall report to the extent Parties with respect to this Agreement) reasons whether the Umbrella Secrecy Agreementreports are correct or not, and provides written notice the specific details concerning any discrepancies. No other information shall be shared with the auditing Party. Except as provided below, the cost of this audit shall be borne by the auditing Party, unless: (i) if the period in dispute is at least a [***] period, the audit reveals a variance of more than [***] from the reported amounts, or (ii) if the period in dispute is less than [***], the audit reveals a variance that, if [***], would be equivalent to such other Party as well as detailed documentation or other evidence a variance of such alleged breachmore than [***] from the reported amounts, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to in which case the audited Party and subject to written confidentiality obligations that are reasonably acceptable to shall bear the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements cost of the audited Party and its Affiliatesaudit. Unless disputed pursuant to Section 9.6 below, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or concludes that (to x) additional amounts were owed by the extent with respect to this Agreement), the Umbrella Secrecy Agreementaudited Party, the audited Party shall pay all the additional amounts within [***] days, or (y) excess payments were made by the audited Party and the audited Party agrees to pay the costs of such costs. Upon conclusion of the audit, the Third auditing Party auditor shall furnish to both Parties a report stating only its findings during reimburse such excess payments, in either case ((x) or (y)), within [***] days after the date on which such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied completed by the audited auditing Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13.

Audit. Not more than once per yearAt the request of a Party, or at any time a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreementshall, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breachshall cause its Affiliates to, upon thirty (30) days’ advance written notice, such first Party may cause permit an independent Third auditor designated by auditing Party auditor that is and reasonably acceptable to the audited Party Party, at reasonable times and upon reasonable notice, to audit the books and records maintained pursuant to Section 5.12 to ensure the accuracy of all reports and payments made hereunder; provided, however, that such audit right may be exercised no more than once in any Calendar Year; provided, that once the reports and payments for any particular period have been audited hereunder, such reports and payments shall not be the subject of any future audit absent fraud; provided, further, that the reports and payments made in any particular Calendar Year shall be subject to written confidentiality obligations that are reasonably acceptable to audit only until the audited Party to auditend of the third Calendar Year following the Calendar Year in which such reports or payments were made. Except as provided below, during regular business hours and the cost of this audit shall be borne by the auditing Party, unless the audit reveals a discrepancy in a manner that complies with the reasonable building and security requirements favor of the audited Party and its Affiliatesof more than five percent (5%) from the reported amounts for the audited Party, in which case the books, records and facilities of such audited Party and its Affiliates shall bear the cost of the audit. Unless disputed pursuant to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that 5.13.2, if such audit reveals a material breach of this Agreement or concludes that (to x) additional amounts were owed by the extent with respect to this Agreement), the Umbrella Secrecy Agreementaudited Party, the audited Party shall pay all the additional amounts, with interest from the date originally due as provided in Section 5.9, or (y) excess payments were made by audited Party, the auditing Party shall reimburse such costsexcess payments, in either case ((x) or (y)), within sixty (60) days after the date on which such audit is completed by the auditing Party. The audited Party may require the accounting firm to sign a customary non-disclosure agreement before providing the accounting firm access to the audited Party’s facilities or records. Upon conclusion completion of the audit, the Third Party auditor accounting firm shall furnish to provide both Parties a written report stating only its findings during such audit as to disclosing whether or not the reports submitted by the audited Party is are correct or incorrect, whether the calculations set forth in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, reports submitted by the audited Party may require that are correct or incorrect, and, in each case, the Third Party conducting specific details concerning any discrepancies. No other information shall be provided to the audit pursuant auditing Party. Confidential Treatment Requested by Lightlake Therapeutics Inc. IRS Employer Identification No. 40-0000000 Confidential treatment requested with respect to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply certain portions hereof denoted with this Section 2.13.“*** REDACTED ***”

Audit. Not Subject to the other terms of this Section 5.5(b), at the request of Lilly, upon at least [***] Business Days’ prior written notice, but no more often than once per year[***] and not [***] with respect to records covering any specific period of time, and at its sole expense (except as otherwise provided herein), ImmunoGen shall permit an internationally recognized independent accounting firm reasonably selected by Lilly and reasonably acceptable to ImmunoGen to inspect (during regular business hours) at such place or places where such records are customarily kept the relevant records required to be maintained by ImmunoGen under Section 5.5(a) hereof. At Lilly’s request, the independent accounting firm shall be entitled to audit the [***] years of ImmunoGen’s records solely for purposes of verifying ImmunoGen’s calculation of FTE Cost for ImmunoGen Activities performed during the period subject to review. Before beginning the audit the independent accounting firm shall enter into a confidentiality agreement with both Parties substantially similar to the provisions of Section 6 hereof limiting the disclosure and use of such information by such independent accounting firm to authorized representatives of the Parties and the purposes germane to this Section 5.5. The independent accounting firm shall provide its audit report and basis for any determination to ImmunoGen at any the time such report is provided to Lilly. ImmunoGen and Lilly shall each have the right to request a further determination by such independent accounting firm as to matters which such Party has disputes within [***] days following receipt of such report. The Party initiating a reasonable, good faith belief that dispute will provide the other Party has materially breached this Agreementand the independent accounting firm with a reasonably detailed statement of the grounds upon which it disputes any findings in the audit report and the independent accounting firm shall undertake to complete such further determination within [***] days after the dispute notice is provided, or (which determination shall be limited to the extent with respect disputed matters and provided to this Agreement) both Parties. The Parties shall use reasonable efforts, through the Umbrella Secrecy Agreementparticipation of finance representatives of both Parties, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable resolve any dispute arising in relation to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit by good faith discussion. The results of any such audit, during regular business hours and in a manner that complies with reflecting the reasonable building and security requirements independent accounting firm’s determination of any disputed matters, shall be binding on both Parties. Lilly agrees to treat the audited Party and its Affiliates, the books, results of any such independent accounting firm’s review of ImmunoGen’s records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably 5.5(b) as Confidential Information of ImmunoGen Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (Securities and Exchange Commission pursuant to the extent with respect Registrant’s application requesting confidential treatment pursuant to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion Rule 24b-2 of the auditSecurities Exchange Act of 1934, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13amended.

Audit. Not At the request of Licensor, Denali shall, and shall cause its Sublicensees and Affiliates to, permit an independent public accounting firm of nationally recognized standing designated by Licensor and reasonably acceptable to Denali, at reasonable times during normal business hours and upon reasonable notice, to audit the books and records maintained pursuant to Section 9.16 to ensure the accuracy of all payment reports and payments made hereunder. Such examinations may not (a) be conducted for any Calendar Quarter more than [***] after the end of such Calendar Year to which such books and records pertain, (b) be conducted more than once per year, or at in any time twelve (12) month period (unless a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or previous audit during such twelve (to the extent 12)-month period revealed an underpayment with respect to this Agreementsuch period) or (c) be repeated for any Calendar Quarter. The accounting firm shall report to the Umbrella Secrecy AgreementParties with reasons whether the reports are correct or not, and provides written notice to such the specific details concerning any discrepancies. No other Party information shall be shared with Licensor. Except as well as detailed documentation or other evidence provided below, the cost of such alleged breachthis audit shall be borne by the auditing Party, upon thirty (30) days’ advance written noticeunless the audit reveals a variance of more than [***] from the reported amounts, such first Party may cause an independent Third Party auditor that is reasonably acceptable to in which case the audited Party and subject to written confidentiality obligations that are reasonably acceptable to shall bear the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements cost of the audited Party and its Affiliatesaudit. Unless disputed pursuant to Section 9.18 below, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a material breach of this Agreement or confidential treatment request. concludes that (to i) additional amounts were owed by the extent with respect to this Agreement), the Umbrella Secrecy Agreementaudited Party, the audited Party shall pay all such costs. Upon conclusion of the auditadditional amounts within thirty (30) days, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied (ii) excess payments were made by the audited Party’s , the auditing Party shall reimburse such excess payments, in either case (and in (i) or (ii)), within sixty (60) days after the case of an date on which such audit is completed by the auditing Party. The accounting firm shall provide to Denali a preliminary copy of its Affiliates audit report, and shall discuss with Denali any issues or Sublicenseesdiscrepancies that Denali identifies, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees prior to comply with this Section 2.13submission to Licensor.

Audit. Not Tenant shall have the right, not more frequently than once per yearevery two (2) calendar years, to audit (the “CAM Audit”) all of Landlord’s or Landlord’s agent’s records pertaining to Common Area Charges for the prior two (2) Lease Years. Tenant shall not be permitted to utilize a so-called “contingent fee” CAM auditor. Accordingly, any representative of Tenant conducting, assisting, or having any involvement with the CAM Audit shall not be permitted to have a financial stake in the outcome of the CAM audit and Landlord shall be entitled to receive credible evidence of the same and Landlord may refuse to allow such CAM audit in the absence of such evidence. Additionally, any representative of Tenant conducting a CAM audit shall first sign a confidentiality agreement that provides that it will not disclose the audit, its conclusions or any information obtained in the course of conducting the audit to anyone other than Tenant and Landlord. Landlord shall retain its records regarding Common Area Charges for a period of at least two (2) years following the final billing for each calendar year during the Term. At any time a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or during such two (to the extent with respect to this Agreement2) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breachyear period, upon thirty (30) days’ advance written noticenotice to Landlord, such first Party Tenant may cause conduct a CAM Audit. The CAM Audit shall commence on a date of which Tenant has notified Landlord not less than thirty (30) days in advance. Tenant shall in all cases share with Landlord the conclusions of the CAM Audit and/or any CAM Audit report. If the CAM Audit discloses an independent Third Party auditor that is reasonably acceptable overbilling, Landlord may, by written notice to Tenant within forty-five (45) days of Landlord’s receipt of a copy of the CAM Audit, object to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements conclusions or process of the audited Party and CAM Audit, stating its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit conclusions as to whether or not the audited Party is in compliance with this Agreement, there was any overbilling (and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Sectionso, the audited Party may require that amount thereof). If Tenant disputes Landlord’s conclusions, Tenant shall notify Landlord and the Third Party conducting parties shall use good faith efforts to resolve the audit pursuant dispute. If Landlord agrees with the CAM Audit, Landlord shall pay to this Section 2.13 be accompanied by Tenant the audited Partyamount of the overbilling within forty-five (45) days of Landlord’s receipt of a copy of the CAM Audit. If the CAM Audit discloses an underbilling, Tenant shall pay to Landlord the amount of the underbilling within forty-five (and in 45) days of Tenant’s receipt of a copy of the case of an audit of its Affiliates or Sublicensees, its Affiliate’s CAM Audit or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13conclusions.

Audit. Not The Borrower, the Portfolio Administrator and the Guarantor shall, and shall cause each of the Parent, each Seller, the Custodian and the Servicer to permit each Lender, the Administrative Agent or their duly authorized representatives, attorneys, accountants or auditors during ordinary business hours and upon written notice given one (1) Business Day in advance, to visit the offices thereof and to inspect their accounts, records and computer systems, software and programs used or maintained by them in relation to the Collateral or their performance of duties under or in relation to the Transaction Documents to which they are party as such Lender or the Administrative Agent may reasonably request (a “Collateral Audit”) and the Borrower shall enable the Insurance Consultant to seek and receive from the related Issuing Insurance Companies any verifications of coverage related to the Pledged Policies as often as the Administrative Agent may request the Insurance Consultant to do so. The Borrower shall promptly on demand reimburse the Administrative Agent and the Lenders for all costs and expenses incurred by or on behalf of the Administrative Agent and the Lenders in connection with any Collateral Audit and their ongoing review and the Insurance Consultant’s ongoing review of the documents related to the Pledged Policies, including, without limitation, the documents on the FTP Site; provided, however, if no Event of Default or Unmatured Event of Default has occurred and is continuing, the total expenses incurred by or on behalf of Borrower, the Portfolio Administrator, the Sellers, the Parent, the Guarantor, the Custodian and the Servicer related to Collateral Audits, the ongoing review of the documents related to the Pledged Policies by the Lenders, the Administrative Agent and the Insurance Consultant and delivering any verifications of coverage related to the Pledged Policies (including any reimbursements actually made by the Borrower, the Portfolio Administrator, the Sellers, the Parent, the Guarantor, the Custodian and the Servicer to the Lenders and the Administrative Agent in connection therewith) shall be limited to no more than $1,600 (as adjusted annually for inflation or such higher amount if such higher amount is the Insurance Consultant’s reasonably determined prevailing market cost in the industry for such Collateral Audits or ongoing reviews of the type in question as adjusted for changes in audit standards) for each Pledged Policy during any twelve (12) month period. Upon written instructions from the Administrative Agent, each of Borrower, the Portfolio Administrator and the Guarantor shall, and shall cause the Servicer (and the Administrative Agent may cause the Custodian) to release any document related to any Collateral to the Administrative Agent. The Administrative Agent may conduct a Collateral Audit no more than once per yearcalendar year at the Borrower’s expense and no more frequently than once every two (2) calendar months at the Lenders’ expense; provided, however, if an Event of Default or Unmatured Event of Default has occurred and is continuing, the Administrative Agent, at the Borrower’s expense, shall have the right to conduct a Collateral Audit at any time Loan and Security Agreement and as often the Administrative Agent determines is necessary or desirable. For the avoidance of doubt, any review and evaluation of Additional Policies conducted by the Administrative Agent or the Lenders in connection with a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 Borrowing Request shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals constitute a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13Collateral Audit.

Audit. Not more than once per yearIn order to ascertain compliance by PRAECIS with the purchase obligation set forth in Section 3.1, or at any PRAECIS shall, within sixty (60) days after the end of each calendar year during the period of time a Party has a reasonable, good faith belief that the other Party has materially breached in which UCB supplies PRAECIS with Product under this Agreement, or provide written reports to UCB specifying the amount of Product manufactured by PRAECIS and purchased by PRAECIS from suppliers other than UCB during the prior calendar year. If UCB does not object to such written reports within sixty (60) days, then UCB shall waive the right to audit PRAECIS' books and records relating to the extent information contained in such reports. However, if in a subsequent year it is determined in accordance with respect the provisions of this Section 3.4 that PRAECIS breached its purchase obligation set forth in Section 3.1, then UCB shall have the right to this Agreementaudit PRAECIS' books and records relating to the information contained in such reports for the previous three (3) the Umbrella Secrecy Agreementyears. If UCB timely notifies PRAECIS of its intention to audit PRAECIS's books and records, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party UCB may cause designate an independent Third Party auditor that is reasonably acceptable to the audited Party PRAECIS. PRAECIS shall make available to such auditor such books and subject records as may be required to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours audit such information and in a manner that complies with the reasonable building such books and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this AgreementSection 8. Notwithstanding anything Such audit shall be completed within ninety (90) days after the date on which UCB notified PRAECIS that it desired to audit such information. UCB shall promptly deliver a copy of the contrary in this Sectionreport of such audit to PRAECIS. If PRAECIS disagrees with the conclusions of such report, it shall notify UCB and the audited Party may require that parties shall attempt to resolve the Third Party conducting disagreement. If the audit pursuant parties fail to this Section 2.13 be accompanied by agree on the audited Party’s (and conclusions in the case report, such disagreement shall be resolved in accordance with Section 15. Each such audit shall be at UCB's expense; provided, that if it is finally determined that in any calendar year PRAECIS violated its purchase obligation set forth in Section 3.1, then PRAECIS shall pay the costs of such audit and PRAECIS shall compensate for or purchase an audit additional quantity of its Affiliates or SublicenseesProduct from UCB in an amount which, its Affiliate’s or its Sublicensee’sif it had been purchased in the prior calendar year, respectively) representatives at all times during would have resulted in PRAECIS' compliance with such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13obligation.

Audit. Not more than once per year, or at any time a Party has a reasonable, good faith belief that The Institute and Pharmsynthez will collectively have the other Party has materially breached this Agreement, or (right to the extent with respect to this Agreement) the Umbrella Secrecy Agreementhave an independent certified public accounting firm have access during normal business hours, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance reasonable prior written notice, to such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of Hesperix as such audited Party and its Affiliates to the extent firm deems reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with verify the accuracy of the calculation of Net Sales by Hesperix under this Agreement or for any Calendar Quarter ending not more than three (3) years prior to the extent with respect date of such request; provided however, that the Institute, and Pharmsynthez will not have the right to this Agreementconduct more than one such audit in any twelve (12) month period and that the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 Institute and Pharmsynthez shall not interfere unreasonably with be permitted to audit the operations same period of time more than once. The Institute and Pharmsynthez will bear all costs of such audited Party or any of its Affiliates. The Party requesting audit, unless the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach discrepancy in the Institute’s or Pharmsynthez’s, favor of more than twenty percent (20%), in which case Hesperix will bear the cost of the audit (not to exceed 50% of the amount of any underpayment). The Institute and Pharmsynthez will treat all information subject to review under this Agreement or (Article 3 in accordance with the provisions of Article 4 and will cause its accounting firm to enter into a reasonably acceptable confidentiality agreement with the Institute and Pharmsynthez obligating such firm to maintain all such financial information in confidence pursuant to such confidentiality agreement. The independent certified public accounting firm shall report to the Institute, Pharmsynthez, and Hesperix only the conclusions of its audit, that is whether Hesperix has accurately calculated Net Sales or the extent of the inaccuracy, unless any of the Institute, Pharmsynthez, or Hesperix, with respect to this Agreement)reasonable cause, contests the accuracy of the accounting firm’s calculations. In the event the independent accounting firm finds discrepancies in Hesperix’s calculations of Net Sales, the Umbrella Secrecy Agreementindependent accounting firm shall additionally promptly inform the Institute, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this AgreementPharmsynthez, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit Hesperix of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13conclusions and the bases therefore.

Audit. Not more than once per year, or at any time a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 2.11 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 2.11 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.132.11.

Audit. Not more than once per year, In the event of any Production Cost Price Adjustment or at any time a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, price increase or (credit pursuant to the extent Section 6.2 with respect to this Agreement) the Umbrella Secrecy Agreementany Supplied Product or Intermediate Supplied Product, and provides written notice to Purchaser may perform an audit of Producer’s records directly associated with such other Party as well as detailed documentation Production Cost Price Adjustment or other evidence increase or credit, if notice of such alleged breachaudit is provided within three months after the Production Cost Price Adjustment or other increase has become effective (or, upon thirty 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 (30) days’ advance “Restricted Information”), then on the written noticedemand of Producer, such first Party may cause an independent Third Party auditor that is reasonably acceptable the individuals conducting the audit with respect to Restricted Information will be limited to the audited Party 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 subject establishing what information such auditors will be permitted to written confidentiality obligations that are reasonably acceptable disclose to report the results of any audit of Restricted Information to the audited Party to party requesting the audit, . Any such audit shall be conducted during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall does not interfere unreasonably with the operations of such audited Party or any of its AffiliatesProducer’s operations. The Party requesting the Each audit shall pay begin upon the costs date specified in a Notice given by Purchaser to Producer a minimum of conducting such 30 days prior to the commencement of the audit; provided that that, if such the 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 reveals a material breach shall be performed diligently and in good faith and shall be completed within 30 days of this Agreement or (the commencement thereof; provided that, to the extent that Purchaser’s compliance with respect such timeframe for completion is not feasible due to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all Producer’s failure to provide timely access to documentation reasonably requested by Purchaser in connection with such costs. Upon conclusion of the audit, such 30 day period shall be extended as reasonably necessary. Any undisputed overpayment or underpayment of amounts due under this Agreement determined by this Section 6.6 shall be due and payable to the other party by the party owing such amount within thirty (30) days after notice of such audit finding. Purchaser shall bear the full cost of such audit unless in the event that any audit performed hereunder results in a decrease of five percent (5%) 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 shall furnish engaged to both Parties a report stating only its findings during conduct such audit as up to whether or not the audited Party is in compliance with this Agreement, and if a maximum amount of $250,000; provided that any such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting 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 pursuant to this Section 2.13 costs hereunder, such costs shall not be accompanied by incorporated into the audited Party’s (and in calculations for the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13Production Cost.

Audit. Not Lessor shall have the right to audit Lessee's gross receipts no more frequently than once per year, or at twice in any time a Party has a reasonable, good faith belief that twelve (12) month period in order to verify the other Party has materially breached this Agreement, or (amount of gross receipts. Lessee shall cooperate with Lessor in connection with any audit of its receipts and shall make available to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, Lessor such information and provides written notice to such other Party records as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to requested by Lessor. If any audit shows that there is a deficiency in the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements payment of the audited Party and its Affiliatesrent, the booksdeficiency shall become due and payable fifteen (15) days following written demand from Lessor, records and facilities of such audited Party and its Affiliates to accompanied by a statement showing the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliatesamount due. The Party requesting costs of any audit shall be paid by the Lessor unless the audit discloses that Lessee shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement have understated its gross receipts by three percent (3%) or (to the extent with respect to this Agreement)more, the Umbrella Secrecy Agreement, the audited Party in which case Lessee shall pay all such costs. Upon conclusion Lessor's costs of the audit. Further, notwithstanding the Third Party auditor above provisions of this Paragraph 4.2 to the contrary, in the event any audit discloses that Lessee shall furnish have understated its gross receipts by three percent (3%) or more, Lessor shall be entitled to both Parties a report stating only audit Lessee's gross receipts as often as four (4) times in the ensuing twelve (12) month period. If any two (2) audits during any twelve (12) month period disclose that Lessee has understated its findings during such receipts by three percent (3%) or more, Lessor may terminate this Agreement and Lessee shall remain liable for the deficiency and cost of audit as herein provided. The acceptance by Lessor of any monies paid to whether or not the audited Party is in compliance with this AgreementLessor by Lessee as rent hereunder, and if such audit has revealed a breachas shown on any statement furnished by Lessee, shall include no more information than is reasonably necessary to provide not be an admission of the basis for accuracy of such finding. All information learned statement or obtained from such audit shall be deemed Confidential Information for purposes the sufficiency of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied amount paid by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13Lessee.

Audit. Not At the request of either Party, the other Party shall, and shall cause its and their respective Affiliates to, permit an independent certified public accountant designated by such Party, at reasonable times and upon reasonable notice, to audit the books and records maintained pursuant to Section 4.6 to ensure the other Party’s compliance of its obligations hereunder and to verify all amounts payable hereunder, including the accuracy of all reports and payments made hereunder. CAMBER may request such audit at the end of the Initial Term. Thereafter either Party may request an audit no more than once per yearduring any *** consecutive month period during the Term and a period of *** months thereafter and no more than once with respect to any period so examined; provided that if any such audit reveals that the audited Party CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION is or at any time a was not in material compliance with the terms of this Agreement, the auditing Party has a reasonable, good faith belief that shall have the right to conduct such additional audits as may be reasonably required by such Party to determine whether the other Party has materially breached this Agreementappropriately remedied such non-compliance. The cost of any such audit shall be borne by the auditing Party, or (to the extent unless with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence an audit of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliatespayments made hereunder, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach variance of this Agreement or more than (to the extent with respect to this Agreement***)% from reported amounts, the Umbrella Secrecy Agreement, in which case the audited Party shall pay all such costs. Upon conclusion bear the cost of the audit. If any such audit concludes that additional payments were owed or that excess payments were received during such period, the Third owing Party auditor shall furnish to both Parties a report stating only its findings during pay the additional payments or the receiving Party shall reimburse such excess payments within *** days after the date on which such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such auditcompleted. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.134.7 is not intended and shall not be construed to apply to records with respect to the manufacture of Product by or on behalf of CAMBER.

Audit. Not At the Royalty Receiving Party's expense, Royalty Receiving Party or its authorized independent public accountant has the right to engage Royalty Paying Party's independent public accountant, or an independent public accountant agreed to mutually by the Parties, where the public accountant is a reputable national U.S. [ * ] Confidential treatment requested accounting firm to perform an audit, conducted in accordance with generally accepted auditing standards in the United States of America, of such books and records of Royalty Paying Party that are deemed necessary by Royalty Paying Party's independent public accountants to report on Net Sales of the Ribozyme Product for the period or periods requested by Royalty Receiving Party. Such audit shall not be performed more frequently than once per year, or at any time a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or (to the extent calendar year nor more frequently than once with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence records covering any specific period of such alleged breachtime, upon at least thirty (30) working days’ advance ' prior written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, shall be conducted during regular business hours and in such a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether not unnecessarily interfere with Royalty Paying Party's normal business activities. All information, data documents and abstracts herein referred to shall be used only for the purpose of verifying royalty statements or not the audited Party is in compliance with this Agreement, shall be treated as the Royalty Paying Party's Confidential Information subject to the obligations of this Agreement and need not be retained more than one (1) year after completion of an audit hereof, if such an audit has revealed a breach, been requested; nor more than three (3) years from the end of the calendar year to which each shall include no pertain; nor more information than is reasonably necessary to provide one (1) year after the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes date of termination of this Agreement. Notwithstanding anything The failure of the Royalty Receiving Party to request verification of any royalty calculation during the contrary in this Section, period when records must be retained shall be deemed acceptance of the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case accuracy of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13reporting.

Audit. Not more Upon [***] calendar days prior notice from a Party (the “Auditing Party”), independent accountants selected by the Auditing Party (and who shall have agreed to be bound by written confidentiality obligations no less protective than once per yearthose set forth in Article 8, or at any time a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to otherwise agreed by the audited Party and subject such accountants), and approved by the other Party, with such approval not to written confidentiality obligations that are reasonably acceptable be unreasonably withheld, may have access to the audited Party to audit, during regular business hours books and in a manner that complies with the reasonable building and security requirements records of the audited other Party and its Affiliates, sublicensees and distributors, as appropriate, during normal business hours to conduct a review or audit for the bookspurpose of verifying: (i) in the case of Xxxxxxx, records and facilities the accuracy of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s Xxxxxxx’x and its Affiliates’ compliance with this Agreement or (to the extent with respect payments pursuant to this Agreement; and (ii) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an Genmab, the accuracy of Development Costs and any other FTE Costs and Out of Pocket Expenses incurred by Genmab or its Affiliates and other payment made, or cost incurred, by Genmab or its Affiliates for which Xxxxxxx is responsible for reimbursement under this Agreement. Such review or audit shall not be conducted more frequently than once every [***] unless any review or audit performed under this Clause reveals any under or over-payment hereunder by more than [***] percent [***] for any Calendar Year. Genmab and Xxxxxxx shall mutually determine a general strategy for such review or audit in advance of its Affiliates conduct. Said accountants shall not disclose to the Auditing Party any information except that which should properly be contained in a royalty report required under this Agreement. The non-Auditing Party shall receive a copy of any report issued by the auditors concurrently with receipt by the Auditing Party. All information contained in any such report shall be deemed to be “Confidential Information” of the non-Auditing Party, subject to the terms and conditions of Article 8 hereof. If any review or Sublicenseesaudit performed under this Clause 6.11(C) shall indicate that any payment due hereunder was underpaid, its Affiliatethe underpaying Party shall promptly pay to the other Party the amount of such underpayment, together with interest thereon from the date such underpayment was due, or overpayment made, at the annual rate of [***] percent [***] per annum above LIBOR, assessed from the thirty first (31st) day after the due date of the payment. If any review or audit performed under this Clause shall indicate that any payment due hereunder was overpaid, the Auditing Party shall promptly pay to the non-Auditing Party the amount of such overpayment. If any review or audit performed under this Clause shall indicate that any payment hereunder was in error to the Auditing Party’s or its Sublicensee’sdetriment by more than [***] percent [***] for any Calendar Year, respectively) representatives at all times during the non-Auditing Party shall pay the cost of such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13.

Audit. Not more than once per yearThe Cooperation organization is responsible for the provision of annual audits of the project. The audit shall be carried out by an external, or at any time a Party has a reasonable, good faith belief independent and qualified auditor. The audit shall be carried out in accordance with international standards issued by the International Federation of Accounts (IFAC). The auditor shall examine that the other Party information provided in the financial report matches the financial information in the narrative report. Another task is to verify whether the organization has materially breached this Agreementcomplied with the agreement between the Cooperation organization and the Palme Center, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence the Palme Center guidelines. If the Cooperation organization channels grants to another party, the auditor shall check that there are agreements with the third party and that the Palme Center’s Audit Instructions are used. The Cooperation organization shall for the audit of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor the project solicit the audit of:  insert name and audit firm/contact information . A copy of the certification document that is reasonably acceptable supports the auditor’s title must be sent to the audited Party Palme Center. The Swedish project organization shall be informed of and subject approve any changes of the auditor. The auditor shall submit an Audit Report according to written confidentiality obligations ISA 805, a fact that are reasonably acceptable also needs to be clearly stated in the report for it to be approved, which shall express an opinion whether the submitted annual Financial Report is in accordance with the organization’s accounting records and agreed budget. The Audit Report shall be made according to the audited Party Xxxx Xxxxx International Center’s Audit Instruction (appendix 4). The auditor shall also enclose a Management Letter, according to the instructions in Appendix 4, including findings that the auditor has made during the audit, during regular business hours . If there are no important observations to report this must be stated. The Management Letter shall state the extent of the audit and the audit method used. It shall also report if the project has been carried out in a manner that complies accordance with the reasonable building agreement and security requirements the approved budget. If the Cooperation organization channels grants to a third party, this should be brought up and it needs to be stated if audits have been carried out in accordance with ISA and “the Palme Center’s audit instructions” in all organizations subsequently in receipt of funds. The Management Letter shall state which measures have been taken as a result of previous Management Letters and whether adequate measures have been taken in order to deal with reported shortcomings. Noteworthy deficiencies should also be included in the audited Party Management Letter. The Cooperation organization shall cooperate with and its Affiliatesassist the Palme Center in the performance of any additional audits, follow-ups and financial studies that the books, records and facilities Palme Center may request. If the Cooperation organization shall channel financial funds to a recipient organization the Cooperation organization shall be responsible for that yearly audits of such audited Party and its Affiliates those funds are performed according to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13above stated requirements.

Audit. Not more than once per year, or at Each party shall keep all usual and proper records related to its performance (and any time a Party has a reasonable, good faith belief that the other Party has materially breached subcontractor’s performance) under this Agreement, for a minimum period of [***] years from the date they are created. Such records, books of account, and entries shall be kept in accordance with generally accepted accounting principles. Each party reserves the right, upon [***] business days’ notice, to cause a third party independent CPA or (law firm to audit the extent other party’s records that are related to such other party’s compliance with the terms of this Agreement and the Xbox Live Amendment, and consult with such other party’s accountants, for the purpose of verifying such other party’s compliance with the terms of this Agreement and the Xbox Live Amendment. This right of inspection and consultation shall expire with respect to all records related to any amounts payable under this Agreement) Agreement on the Umbrella Secrecy Agreement, [***] anniversary of the date of the statement or payment to which such records relate. Any such audit shall be made by the auditing party’s independent auditors and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, shall be conducted during regular business hours and at the audited party’s (or any applicable subcontractor’s) offices in such a manner that complies as not to unreasonably interfere with the reasonable building and security requirements of the audited Party and its Affiliatesparty’s normal business activities, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement[***]. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information paid for purposes of by the auditing party unless material payment deficiencies are disclosed. For this Agreementpurpose, “material” shall mean [***]. Notwithstanding anything to the contrary in this SectionIf any payment deficiencies are disclosed, the audited Party may require that party shall immediately pay the Third Party conducting auditing party [***]. This Section 6 supersedes Section 5.6.1 of the audit pursuant Xbox Live Amendment with respect to this Section 2.13 be accompanied by the audited Party’s any and all payments and payment obligations related to Software Titles hereunder and their related offerings on Xbox Live. ROYALTY TIER SELECTION FORM PLEASE COMPLETE THE BELOW INFORMATION, SIGN THE FORM, AND FAX IT TO MICROSOFT AT (and in the case of an audit of its Affiliates or Sublicensees000) 000-0000 TO THE ATTENTION OF MSLI AND YOUR ACCOUNT MANAGER. UPON RECEIPT OF THE COMPLETED AND SIGNED FORM, its Affiliate’s or its Sublicensee’sMICROSOFT WILL E-MAIL AN ACKNOWLEDGEMENT OF RECEIPT TO THE E-MAIL ADDRESS LISTED BELOW. NOTES: • THIS FORM MUST BE SUBMITTED AT LEAST [***] BUSINESS DAYS [***]. IF THIS FORM IS NOT SUBMITTED ON TIME, respectively) representatives at all times during such auditTHE ROYALTY RATE WILL BE [***] FOR THE APPLICABLE SALES TERRITORY. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13• A SEPARATE FORM MUST BE SUBMITTED FOR EACH SALES TERRITORY.

Audit. Not more than once per yearUpon [***] prior notice from either Party, or at any time a independent accountants selected by that Party has a reasonable(the “Auditing Party”), good faith belief that and approved by the other Party has materially breached this Agreement(the “Recording Party”), with such approval not to be unreasonably withheld or (delayed, may have access to the extent with respect books and records of Recording Party or its Affiliates and sublicensees during normal business hours to conduct a review or audit for the purpose of verifying the accuracy of the Recording Party’s, its Affiliates’ and sublicensees’ payments pursuant to this Agreement) . Such review or audit shall not be conducted more frequently than [***] in any Calendar Year, unless any review or audit performed under this Clause shall indicate that any under payment hereunder by more than [***] percent [***] for any Calendar Year. Genmab and GSK shall mutually determine a general strategy for such review or audit in advance of its conduct. Said accountants shall not disclose to the Umbrella Secrecy Auditing Party any information except that which should properly be contained in a royalty report required under this Agreement. The Recording Party shall receive a copy of any report issued by the auditors concurrently with receipt by the Auditing Party. All information contained in any such report shall be deemed to be “Confidential Information” of the Recording Party, subject to the terms and provides written notice conditions of Clause 12 hereof. If any review or audit performed under this Clause shall indicate that any payment due hereunder was underpaid, the Recording Party shall promptly pay to such other the Auditing Party as well as detailed documentation or other evidence the amount of such alleged breachunderpayment, upon thirty together with interest thereon from the date such underpayment was due, at the annual rate of [***] percent [***] per annum above the Denmark National Bank’s Official discount rate, assessed from the thirty-first (3031st) days’ advance written noticeday after the due date of the payment. If any review or audit performed under this Clause shall indicate that any payment due hereunder was overpaid, such first the Auditing Party may cause an independent Third Party auditor that is reasonably acceptable shall promptly pay to the audited Recording Party and subject to written confidentiality obligations the amount of such overpayment. If any review or audit performed under this Clause shall indicate that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliatesany underpayment hereunder by more than [***] percent [***] for any Calendar Year, the books, records and facilities of such audited Recording Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs cost of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13.

Audit. Not more than once per yearUpon at least 14 days advance written notice by CyDex, or at any time a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy AgreementCompany shall permit, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are and Sublicensees to comply with permit, an independent certified public accounting firm of nationally recognized standing selected by CyDex (who has not been engaged by CyDex to provide services in any other capacity at any time during the three-year period before such selection and who executes a standard and customary confidentiality agreement prepared by Company), and reasonably acceptable to Company or such Affiliate or Sublicensee, to have access to and to review, during normal business hours upon reasonable prior written notice, the applicable records of Company and its Affiliates or Sublicensees to verify the accuracy of the royalty payments under this Section 2.135. Such review may only 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 audits shall be conducted at the expense of CyDex. Such audits shall be 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 CyDex during such period, the additional amounts shall be paid within 30 days of the date CyDex delivers to Company such accountant’s written report so concluding unless Company disputes the results of such audit in accordance with Section 14.3. The fees charged by such accountant shall be paid by CyDex, unless the audit 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 expenses charged by the accountant for such audit (pending the results of any dispute initiated by either party pursuant to Section 14.3 with respect to the same). In the event such accountant concludes that there was an overpayment by Company to CyDex during such period, at Company’s option, the overpayment shall be paid by CyDex to Company within 30 days of the date of the written report. The independent certified public accountant shall keep confidential any information obtained during such inspection in accordance with the provisions set forth in Section 8 hereof and shall report to CyDex and Company only the amounts of Net Sales and royalties/milestone payments due and payable. The parties agree that all information subject to review under this Section 5.3 or under any Sublicense agreement is the Confidential Information of Company and that CyDex shall cause its accountant to retain all such information in confidence.

Audit. Not Each Party shall have the right to cause an independent, certified public accounting firm of international recognition reasonably acceptable to the other Party to audit the other Party’s records relating to Development Expenses to confirm the amount of the Development Expenses reflected in the Quarterly Reports and the related Payment Reports. Such audit right may be exercised during normal business hours upon reasonable prior written notice to the audited Party; provided that such audit right may be exercised no more than once per yearin any 12 month period, or at no more than once with regard to any time a Party has a reasonable, good faith belief that given Calendar Quarter and no later than five years after the other Party has materially breached this Agreement, or (end of the Calendar Quarter to the extent with respect to this Agreement) the Umbrella Secrecy Agreementbe audited, and provides written notice shall be conducted so as to such other not unreasonably interfere with the audited Party’s business. The audited Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is shall not be obligated to provide the public accounting firm any records until the public accounting firm executes a confidentiality agreement in a form reasonably acceptable to the audited Party. The public accounting firm shall disclose to the auditing Party only whether any reports made or amounts paid under this Agreement are correct and subject to written confidentiality obligations that are reasonably acceptable details concerning any discrepancies. The public accounting firm shall send a copy of the report to the audited Party at the same time it is sent to auditthe auditing Party. If such audit concludes that additional payments were owed or that excess payments were made during the audited period, during regular business hours then Arena or Eisai, as applicable, shall pay the other Party an appropriate adjustment payment to achieve the applicable allocation of the Development Expenses set forth in the Development Plans within 30 days after the date on which such audit is completed and in a manner that complies with the reasonable building and security requirements public accounting firm notifies each Party of the conclusions thereof. The auditing Party shall bear the full cost of such audit unless such audit discloses an over-reporting by the audited Party of more than 5% of the amount of Development Expenses for a given Calendar Quarter for the clinical trials and its Affiliates, other development work for which the books, records and facilities of such audited Party and its Affiliates to is the extent reasonably necessary to determine such audited Responsible Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreementin which case, the audited Party shall pay all such costs. Upon conclusion bear the reasonable and documented cost of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13.

Audit. Not more than once per year, or at any time For a Party has period commencing upon the initiation of a reasonable, good faith belief that Shared Clinical Trial and ending [***] ([***]) years after the other Party has materially breached this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence completion of such alleged breachShared Clinical Trial, upon thirty each Party shall keep complete and accurate records of associated Shared Clinical Trial Costs in sufficient detail to allow the accuracy of the payments hereunder to be confirmed. Each Party shall have the right for a period of [***] (30[***]) days’ advance written notice, years after the final accounting of such first Party may cause Shared Clinical Trial Costs for a particular Calendar Quarter to appoint at its expense an independent Third Party auditor that is certified public accountant reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited other Party to audit, during regular business hours and in a manner that complies with inspect or audit the reasonable building and security requirements relevant records of the audited Party and its Affiliates, the books, records and facilities of such audited other Party and its Affiliates to verify that the extent reasonably necessary to determine amount of such audited Party’s Shared Clinical Trial Costs was correctly determined. The Audited Party and its Affiliates’ compliance with this Agreement Affiliates shall each make its records available for inspection or (audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from the Auditing Party, solely to the extent with respect to this Agreement) the Umbrella Secrecy Agreementverify that Shared Clinical Trial Costs hereunder were correctly determined. Any Such inspection or audit conducted under this Section 2.13 right shall not interfere unreasonably with be exercised by the operations of such audited Auditing Party or more than once in any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such findingCalendar Year. All information learned records made available for inspection or obtained from such audit shall be deemed to be Confidential Information for purposes of this Agreementthe Audited Party. Notwithstanding anything The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Shared Clinical Trial Costs reported by the Audited Party hereunder, (a) if the amount of Shared Clinical Trial Costs was over-reported, the Audited Party shall promptly (but in any event no later than thirty (30) days after the Audited Party's receipt of the independent accountant's report so concluding) make payment to the contrary in this SectionAuditing Party of a percentage of the over-reported amount taking into account the equal sharing of Co-Development Costs and (b) if the amount of Shared Clinical Trial Costs was underreported, the audited Auditing Party may require that shall promptly (but in any event no later than thirty (30) days after the Third Auditing Party's receipt of the independent accountant's report so concluding) make payment to the Audited Party conducting of a percentage of the underreported amount taking into account the equal sharing of Co-Development Costs. The Auditing Party shall bear the full cost of such audit pursuant to this Section 2.13 be accompanied unless such audit discloses an over reporting by the audited Party’s Audited Party of more than [***] (and [***]) of the aggregate amount of Shared Clinical Trial Costs reportable in any Calendar Year, in which case the case of an audit of its Affiliates Audited Party shall reimburse the Auditing Party for all costs incurred by the Auditing Party in connection with such inspection or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13.

Audit. Not more than once per year, or at any time a Each Party has a reasonable, good faith belief that will have the other Party has materially breached this Agreement, or (right to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause have an independent Third Party auditor that is certified public accounting firm of internationally recognized standing, reasonably acceptable to the audited other Party, to have access during normal business hours, and upon reasonable prior written notice, to such of the records of the other Party as may be reasonably necessary to verify the accuracy of any expenses shared or paid by the other Party under this Agreement or the calculation of Net Sales in the US Territory or US Product Profits for any calendar year ending not more than three (3) years prior to the date of such request; provided, however, that, no Party will have the right to conduct more than one such audit in any twelve (12) month period and that the auditing Party shall not be permitted to audit the same period of time more than once, unless evidence of fraud or gross negligence arises in a subsequent audit and the auditing Party reasonably believes that such evidence indicates the reasonable possibility of fraud or gross negligence in any such prior period. The accounting firm will disclose to the Parties only whether the various expenses subject to written confidentiality obligations that are reasonably acceptable to being shared by this Agreement, Net Sales in the US Territory or US Product Profits reported by the audited Party to are correct or incorrect and the specific details concerning any discrepancies. The auditing Party will bear all costs of such audit, during regular business hours and unless the audit reveals a discrepancy in a manner that complies with the reasonable building and security requirements auditing Party’s favor of more than [*], in which case the audited Party and its Affiliates, will bear the books, records and facilities cost of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreementaudit. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, If the audited Party shall pay all such costs. Upon conclusion of disputes the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 8.6.2, the Parties shall meet and discuss such dispute. If such dispute is not resolved within forty-five (45) days, then it shall be accompanied by subject to Article 16. Shire shall use Diligent Efforts to obtain from any sub-licensee audit rights at least as favorable as the audited Party’s (audit rights set forth in this Section 8.6.2 and the right to share the results of any such audit with New River. In the event that New River reasonably believes that there is a material inaccuracy in the case reporting by a sub-licensee of an the Net Sales in the US Territory of such sub-licensee, then New River may direct Shire to exercise such audit rights in accordance with procedures reasonably requested by New River. New River shall succeed to the rights and obligations of its Affiliates Shire in respect of any costs or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply expenses associated with this Section 2.13a sub-licensee audit requested by New River.

Audit. Not more than once per year, or at any time a Each Party has a reasonable, good faith belief that will have the other Party has materially breached this Agreement, or (right to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause have an independent Third Party auditor that is certified public accounting firm of internationally recognized standing, reasonably acceptable to the audited other Party, to have access during normal business hours, and upon reasonable prior written notice, to such of the records of the other Party as may be reasonably necessary to verify the accuracy of any expenses shared or paid by the other Party under this Agreement or the calculation of Net Sales for any calendar year ending not more than three (3) years prior to the date of such request; provided, however, that, no Party will have the right to conduct more than one such audit in any twelve (12) month period and that the auditing Party shall not be permitted to audit the same period of time more than once, unless evidence of fraud or gross negligence arises in a subsequent audit and the auditing Party reasonably believes that such evidence indicates the reasonable possibility of fraud or gross negligence in any such prior period. The accounting firm will disclose to the Parties only whether the various expenses subject to written confidentiality obligations that are reasonably acceptable to being shared by this Agreement or Net Sales reported by the audited Party to are correct or incorrect and the specific details concerning any discrepancies. The auditing Party will bear all costs of such audit, during regular business hours and unless the audit reveals a discrepancy in a manner that complies with the reasonable building and security requirements auditing Party’s favor of more than [*], in which case the audited Party and its Affiliates, will bear the books, records and facilities cost of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreementaudit. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, If the audited Party shall pay all such costs. Upon conclusion of disputes the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 7.6.2, the Parties shall meet and discuss such dispute. If such dispute is not resolved within forty-five (45) days, then it shall be accompanied by subject to Article 15. Shire shall use Diligent Efforts to obtain from any sub-licensee audit rights at least as favorable as the audited Party’s (audit rights set forth in this Section 7.6.2 and the right to share the results of any such audit with New River. In the event that New River reasonably believes that there is a material inaccuracy in the case reporting by a sub-licensee of an the Net Sales of such sub-licensee, then New River may direct Shire to exercise such audit rights in accordance with procedures reasonably requested by New River. New River shall succeed to the rights and obligations of its Affiliates Shire in respect of any costs or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply expenses associated with this Section 2.13a sub-licensee audit requested by New River.

Audit. Not In order to permit Bank to meet its audit obligations under the NACHA Rules, Company agrees to cooperate with Bank by providing it with transaction records, copies of authorizations, identity verifications, and other records or documentation of its compliance with the NACHA Rules, as Bank may request from time to time. Further, Company‌ acknowledges that the NACHA Rules require that it conduct an annual audit of its compliance with the NACHA Rules as an Originator or a Third Party Sender and that the audit requirements under the NACHA Rules for an Originator may be different than those for a Third Party Sender. Company agrees to provide Bank with a copy of Company’s audit results upon request, but no more than once per year. Upon reasonable advance notice, not to exceed 10 Business Days, Bank shall have the right to conduct an audit of Company during normal business hours for its compliance with the NACHA Rules, at Bank’s expense, but no more often than once per year, unless Bank deems it necessary under prudent business practices. Obligations of Company as Third Party Sender Under the NACHA Rules. In addition to any other duties, responsibilities, warranties, representations, and liabilities under this Subpart, for each and every Entry transmitted by Company to Bank as a Third Party Sender and not as an Originator, Company represents and warrants to Bank and agrees that it shall: (i) perform all of the duties of a Third Party Sender in accordance with the NACHA Rules, including without limitation the duty to identify Originators; (ii) assume all of the responsibilities of a Third Party Sender in accordance with the NACHA Rules, including without limitation the responsibilities of ODFIs and Originators; (iii) make all of the warranties of a Third Party Sender in accordance with the NACHA Rules, including without limitation, the warranties of ODFIs and the warranty that Originators have agreed to assume the responsibilities of Originators under the NACHA Rules; (iv) make all of the representations of a Third Party Sender in accordance with the NACHA Rules; and (v) assume all of the liabilities of a Third Party Sender in accordance with the NACHA Rules, including without limitation liability for indemnification for the failure of an Originator. Evidence of Authorization; Identification. When acting as a Third Party Sender hereunder, Company must utilize a commercially reasonable method to establish the identity of any Originator, or at person acting on behalf of an Originator, that uses a secured electronic network with Company for the origination of Entries. In addition, Company shall retain all consents and Authorizations for two years after they expire. Same Day Entries. If Bank has approved Company in the Application for same day Entry ACH Services, Company may initiate same day Entries with an Effective Entry Date of the current date of Entry submission, and submit those Entries to Bank per the processing schedule deadlines as set forth in the User Guide for same day settlement. Company agrees to pay the additional fees assessed for same day Entries, as communicated by Bank from time to time. Further, Company also agrees to pay additional fees and costs if Company requires any time a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or (modifications to the extent reporting provided by Bank. Each ACH file initiated by Company shall be initiated through a secure server or through Bank’s Online Banking subject to the cutoff times in the User Guide. All ACH files with respect to this Agreement) same day Credit Entries must be received by the Umbrella Secrecy AgreementACH cut-off time established by the NACHA Rules, and provides written notice to such other Party must use the Effective Entry Date as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements date of the audited Party Entry. Upon receipt of the file, Bank will determine the availability of collected funds in Company’s Settlement Account and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary will attempt to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreementsufficient funds are available, and if so determined will debit Company’s Settlement Account in the amount of such audit same day Entry. If in Bank’s sole determination the Settlement Account balance at that time has revealed insufficient collected funds on deposit to cover the total amount of the same day Entry, the Entry will be rejected. Company understands that Entries coded with SEC Codes IAT and ENR, and Entries in excess of $25,000 are not eligible to be sent as same day debit or credit Entries, and will not be processed. If for any reason, Company decides to cancel the ACH file and if the ACH file has not been released to the Federal Reserve for settlement, Bank will recredit the Settlement Account, provided Bank has received written confirmation of cancellation from Company within sufficient time to process a breachcancellation under the NACHA Rules prior to the settlement of the Entry. Company must ensure that any Entry it submits has the correct Effective Date, and that sufficient funds are available in its Account for settlement of same day transactions. Bank is entitled to presume it is Company’s intent to initiate a same day Entry if the stated Settlement Date is the same as the date the Entry is submitted. If Company also utilizes Bank’s ACH Positive Pay or ACH Block Services, Company acknowledges that same day Entries will not be eligible for these Services. Bank reserves the right, but shall include no more information than is reasonably necessary not be obligated, to provide the basis for such findingobtain verification from Company as to its intent to initiate a same day Entry before processing. All information learned No modification or obtained from such audit shall be deemed Confidential Information for purposes waiver of any provision of this AgreementSubpart will be established by conduct, custom or course of dealing; and no modification, waiver or consent will in any event be effective unless the same is in writing and specifically refers to same day Entry Services, and then such waiver or consent will be effective only in the specific instance and for the purpose for which it is given. Notwithstanding anything WEB Entry Requirements. If Company has been approved by Bank to initiate WEB Entries, the following additional provisions apply. WEB Entries are Entries transmitted to a Consumer Receiver’s account, and are debit Entries where the Internet or mobile devices are used to initiate the payment. Debit WEB Entries may be both recurring and non- recurring. Debit WEB Entries may be initiated by Company based on an Authorization that is communicated, other than by an oral communication, from the Receiver to the contrary Originator via the Internet or a wireless network. As a condition to transmitting debit WEB Entries, the NACHA Rules require that Bank and Company agree to the additional procedures and practices, rights and liabilities, as more fully set forth in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13Security Procedures.

Audit. Not more than once per yearFor [XXXXX] after receipt of Net Revenue by Infoseek, or at any time Infoseek ----- will maintain records and books, in accordance with generally accepted accounting principles, regarding Net Revenue. A nationally-recognized independent certified public accountant (not hired on a Party has a reasonablecontingent-fee basis) selected and paid for by Mpath may, good faith belief that subject to the other Party has materially breached confidentiality provisions of this Agreement, or (to upon reasonable prior notice and during normal business hours, inspect the extent with respect to records of Infoseek on which such reports are based no more than [XXXXX] per calendar year and [XXXXX] within [XXXXX] after termination of this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach. If, upon performing such audit, it is determined that Infoseek has underpaid Mpath, Infoseek will pay to Mpath the amount of the underpayment within thirty (30) days of completion of the audit. If, upon performing such audit, Infoseek has overpaid Mpath, Infoseek may offset the amount of any such overpayment against any balance owing from Infoseek to Mpath. If such offset is not commercially reasonable, Infoseek may invoice Mpath for such amount and Mpath agrees to pay such invoice within thirty (30) days’ advance written notice. Notwithstanding the requirement that Mpath pay for the audit, if such first Party may cause an independent Third Party auditor that is reasonably acceptable underpayment exceeds [XXXXX] of the amounts due Mpath in the period being audited, Infoseek will bear all reasonable expenses and costs of such audit up to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements amount of the audited Party and its Affiliates, underpayment. Infoseek shall have all of the books, records and facilities of such audited Party and its Affiliates rights to the extent reasonably necessary audit granted to determine such audited Party’s and its Affiliates’ compliance with Mpath in this Agreement or (to the extent Section 3.6 with respect to this AgreementGross Revenues (Mpath) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (collected by Chips & Bits and paid to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit Mpath pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit3.5.1. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13.[XXXXX] CONFIDENTIAL TREATMENT REQUESTED OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Audit. Not Incapsulate may audit the business records and computer systems of Subscriber to ascertain whether Subscriber’s use of the Software has been and is within the scope of the Subscription granted to Subscriber, including but not limited to compliance with: (i) the limitation of usage to the designated Subscriber; and (ii) the confidentiality, trade secret, and non-circumvention obligations set forth in this Agreement. Incapsulate shall provide Subscriber at least 30 days’ notice prior to an audit. Incapsulate may use contracted professionals to assist in the audit or to conduct it on behalf of Incapsulate, such as accountants and computer technicians. Incapsulate shall be responsible to Subscriber for ensuring that any such contracted professionals maintain the confidentiality of Subscriber’s Confidential Information. Subscriber shall cooperate in any such audit by making relevant business records and computer systems available to Incapsulate and organized for review. Subscriber shall not destroy evidence of the extent of its use of the Software between the time of receipt of notice of an audit and the completion of the conduct of the audit; doing so shall create a presumption that Subscriber was willfully using the Software in excess of its license rights. Incapsulate may not audit more than once per year, or at any time calendar year unless a Party past audit by Incapsulate has a reasonable, good faith belief demonstrated that the other Party has materially breached this Agreement, or (to Subscriber was using the extent with respect to this Agreement) Software in violation the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes terms of this Agreement. Notwithstanding anything If Incapsulate’s audit does not uncover any violation of the terms of this Agreement, then each Party shall bear all of its own costs associated with the audit. If Incapsulate’s audit reveals usage of the Software in violation of the terms of this Agreement, then the Subscriber shall pay to Incapsulate all of Incapsulate’s out-of-pocket costs associated with the audit plus Incapsulate’s then-current list-price for any unlicensed usage of the Software, i.e., the price that Incapsulate charges to a subscriber who does not presently have a Subscription to the contrary Software and who is not entitled to any discounts. Subscriber shall pay such sums within 30 days of written notice of the audit results from Incapsulate, and Subscriber shall pay interest at a rate of 1.5 percent per month on any sum not paid within such 30 days. Should Incapsulate deem it necessary to utilize legal services to collect the sum due from Subscriber, Incapsulate shall be entitled to collect its reasonable attorneys’ fees and costs from Subscriber, including both legal fees spent before and after the filing of suit. Incapsulate’s rights and remedies stated in this Section, section do not limit the audited Party other causes of action and remedies that Incapsulate may require that have under the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates Agreement or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13applicable law.

Audit. Not more than Customer may audit Apollo’s compliance with its obligations under this DPA up to once per yearcalendar year and on such other occasions as may be required by EU Data Protection Laws, including where mandated by Customer’s Supervisory Authority. Xxxxxx will contribute to such audits by providing Customer or at any time Customer’s Supervisory Authority with the information and assistance that Xxxxxx considers appropriate in the circumstances and reasonably necessary to conduct the audit. If a Party has a reasonablethird party is to conduct the audit, good faith belief Apollo may object if the auditor is, in Xxxxxx’s reasonable opinion, not independent or otherwise manifestly unsuitable. Such objection by Xxxxxx will require Customer to appoint another auditor or conduct the audit itself. In the event that Customer (acting reasonably) is able to provide documentary evidence that the other Party has materially breached information made available by Xxxxxx is not sufficient in the circumstances to demonstrate Xxxxxx’s compliance with this AgreementDPA, Apollo shall allow for and contribute to audits by Customer or (a third party auditor mandated by Customer in relation to the extent processing of the Customer Personal Data by Xxxxxx. To request an audit, Customer must submit a proposed audit plan to Apollo at least 30 days in advance of the proposed audit date and any third party auditor must sign a customary non-disclosure agreement mutually acceptable to the parties (such acceptance not to be unreasonably withheld) providing for the confidential treatment of all information exchanged in connection with respect to this Agreement) the Umbrella Secrecy Agreementaudit and any reports regarding the results or findings thereof. The proposed audit plan must describe the proposed scope, duration, and provides written notice start date of the audit. Xxxxxx will review the proposed audit plan and provide Customer with any concerns or questions (for example, any request for information that could compromise Apollo’s security, privacy, employment or other relevant policies). Xxxxxx will work cooperatively with Customer to agree on a final audit plan. Nothing in this Section 12 shall require Apollo to breach any duties of confidentiality. If the controls or measures to be assessed in the requested audit are addressed in an SOC 2 Type 2, ISO, NIST or similar audit report performed by a qualified third party auditor within twelve (12) months of Customer’s audit request and Xxxxxx has confirmed there have been no known material changes in the controls audited since the date of such report, Customer agrees to accept such report in lieu of requesting an audit of such controls or measures. The audit must be conducted during regular business hours, subject to the agreed final audit plan and Xxxxxx’s safety, security or other relevant policies, and may not unreasonably interfere with Xxxxxx’s business activities. Customer shall use its best efforts (and ensure that each of its mandated auditors uses its best efforts) to avoid causing, and hereby indemnifies Apollo in respect of, any damage, injury or disruption to Provider’s systems, equipment, personnel, data, and business (including any interference with the confidentiality or security of the data of Apollo’s other customers or the availability of Apollo’s services to such other Party as well as detailed documentation or other evidence customers). Customer will promptly notify Provider of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause any non-compliance discovered during the course of an independent Third Party auditor that is reasonably acceptable to the audited Party audit and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and provide Provider any audit reports generated in a manner that complies connection with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any any audit conducted under this Section 2.13 shall not interfere unreasonably 12, unless prohibited by EU Data Protection Laws or otherwise instructed by a Supervisory Authority. Customer may use the audit reports only for the purposes of meeting Customer’s regulatory audit requirements and/or confirming compliance with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach requirements of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costsDPA. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited PartyAny audits are at Customer’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13sole expense.

Audit. Not more than once per year, Each Party shall have the right to examine and audit the other Party’s relevant books and records to verify the other Party’s Shared Development Costs or at any time costs to be reimbursed to a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or (pursuant to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to Section 4.5 reported hereunder. Any such other Party as well as detailed documentation or other evidence of such alleged breach, upon audit shall be on at least thirty (30) days’ advance prior written notice, . A Party’s rights to perform an audit under this Section 4.8.4 shall be limited to not more than one (1) such first Party may cause audit in any Calendar Year and shall be limited to the pertinent books and records for any Calendar Year ending not more than thirty-six (36) months before the date of the request. The audit shall be performed at the requesting Party’s sole expense by an independent Third Party auditor certified public accounting firm of internationally recognized standing that is selected by the auditing Party and reasonably acceptable to the audited Party Party. The accounting firm may be required to enter into a reasonable and subject to written customary confidentiality obligations that are reasonably acceptable to agreement with the audited Party to audit, protect the confidentiality of its books and records. The Party being audited shall make the relevant books and records reasonably available during regular normal business hours and in a manner that complies with for examination by the reasonable building and security requirements of the audited Party and its Affiliatesaccounting firm. Except as may otherwise be agreed, the books, accounting firm shall be provided access to such books and records and facilities of such audited Party and its Affiliates to at the extent reasonably necessary to determine such audited Party’s and and/or its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of facilities where such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costsbooks and records are normally kept. Upon conclusion completion of the audit, the Third Party auditor accounting firm shall furnish to provide both Parties a written report stating only its findings during such audit as to disclosing whether or not the audited relevant reports of its Shared Development Costs or costs to be reimbursed to a Party is in compliance with this Agreementpursuant to Section 4.5 are correct, and if such audit has revealed a breach, the specific details concerning any discrepancies. The accounting firm shall include no more information than is reasonably necessary to not provide the basis for such finding. All requesting Party with any additional information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything access to the contrary in this Section, the audited Party may require that the Third Party conducting the Party’s confidential information. If any audit pursuant to this Section 2.13 4.8.4 ‑25‑ Confidential Treatment RequestedUnder 17 C.F.R. §§ 200.80(b)(4), 200.83 and 240.24b-2 reveals a discrepancy in one or both Parties’ Shared Development Costs or costs to be accompanied reimbursed to a Party pursuant to Section 4.5 and, on the basis thereof, an additional net amount is owed to a Party based on the provisions of this Section 4.8, such additional amount shall be paid to such Party [***] of the date that the Parties receive such accountant’s written report. In the event that the total amount of any underpayments by the audited Party to the other Party for the audited period exceeds [***] of the aggregate total amount that was properly due and payable to such other Party pursuant to this Section 4.8.4 for the audited period, then the audited Party shall also reimburse such Party for the documented, reasonable out of pocket expenses incurred in conducting the audit, except to the extent that such underpayment was due to any inaccurate or incomplete information provided to the audited Party by such Party’s (and in the case of an . Any audit of its Affiliates or Sublicensees, its AffiliateNHSc’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees Shared Development Costs pursuant to comply with this Section 2.134.8.4 or costs to be reimbursed to NHSc pursuant to Section 4.5 shall be conducted concurrently with any audit conducted by Seres pursuant to Section 8.12.

Audit. Not Each Party and its Affiliates shall keep complete and accurate records of the items underlying Net Sales, Alliance Payments and the other elements required to prepare the reports or calculate payments required by Sections 8.2(d) and 8.4, Exhibit 8.3, Exhibit 8.4(b) and any other payments under this Agreement. Each Party will have the right, not more frequently than once per yearevery [***] or more frequently as required by the Merck License Agreement, at its own expense to have an independent, certified public accountant, selected by such Party and reasonably acceptable to the other Party, review any such records of the other Party and its Affiliates in the location(s) where such records are maintained by the other Party or its Affiliates upon thirty (30) days prior written notice and during regular business hours and under obligations of confidence, for the sole purpose of verifying the basis and accuracy of payments made and the reconciliation procedures, and any other payments due under this Agreement, within the prior 36-month period. Each period may be subject to an audit only one time (except as otherwise required by the Merck License Agreement). The report of the independent public accountant shall be shared with the audited Party at least fifteen (15) days prior to distribution of the final report to the auditing Party, such that the audited Party can provide the independent public accountant with justifying remarks for inclusion in the report prior to sharing the conclusions of such independent public audit with the auditing Party. The final audit report will be shared with the auditing Party and audited Party at the same time and specify whether the amounts paid to the auditing Party pursuant thereto were correct or, if incorrect, the amount of any time a underpayment or overpayment. For royalties, the audit report shall only contain the Confidential 90 [***] 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 SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information relevant to support the statement as to whether the royalties were calculated and paid accurately and shall not include any Confidential Information of either Party has a reasonable, good faith belief (or additional information that is ordinarily not included in the royalty reports) disclosed to the auditor during the course of the audit. If the review of such records reveals that the other Party has materially breached failed to accurately report information, or make any payment (or portion thereof) required under this Agreement, or (then the other Party shall promptly pay to the extent with respect to auditing Party any underpaid amounts due, or otherwise due under this Agreement) , together with interest calculated in the Umbrella Secrecy Agreementmanner provided in Section 8.15. If any such discrepancies are an underpayment of amounts due under this Agreement greater than [***] of the amounts actually due for any Calendar Year or TESARO Calendar Year, and provides written notice to such as applicable, the other Party as well as detailed documentation shall pay all reasonable costs incurred in conducting such review. Once a Party has conducted a review and audit of the other Party in respect of any given period, it may not subsequently re-inspect the other Party’s or other evidence its Affiliates’ records in respect of such alleged breachperiod, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to unless a subsequent audit of a separate reporting period uncovers fraud on the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements part of the audited Party that is reasonably expected to have been occurring during the prior audited period. For clarity, however, if a discrepancy is identified by the accountant during the course of an audit and its Affiliates, the books, records and facilities Parties do not agree upon a resolution of such audited Party discrepancy, then the auditing Party’s accountant may re-inspect the books and its Affiliates records to the extent reasonably necessary relevant to determine resolving such audited Party’s discrepancy. Additionally, Company shall (a) keep and its Affiliates’ compliance with this maintain records of sales of Products until the later of (i) five (5) years after the end of the period to which such records pertain, and (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or for such longer period as may be required by Applicable Law, and (b) if any audit conducted by Merck under the Merck License Agreement or (by AstraZeneca under the AstraZeneca License Agreements reveals an underpayment of royalties, then Company shall be responsible for a proportional percentage of any audit fees due to Merck and/or AstraZeneca to the extent with respect that such underpayment is attributable to this Agreement) the Umbrella Secrecy AgreementCompany Prostate-Approved Single Agent Product Net Sales or Company Combination Product Net Sales. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13.8.12 [***]

Audit. Not At the request of F-star, Gamma shall, and shall cause its Sublicensees and Affiliates to, permit an independent public accounting firm of nationally recognized standing designated by F-star and reasonably acceptable to Gamma, at reasonable times during normal business hours and upon reasonable notice, to audit the books and records maintained pursuant to Section 7.12 to ensure the accuracy of all payment reports and payments made hereunder. Such examinations may not (a) be conducted for any Calendar Quarter more than [***] after the end of such Calendar Year to which such books and records pertain, (b) be conducted more than once per year, or at in any time twelve (12) month period (unless a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or previous audit during such twelve (to the extent 12)-month period revealed an underpayment with respect to this Agreementsuch period) or (c) be repeated for any Calendar Quarter. The accounting firm shall report to the Umbrella Secrecy AgreementParties with reasons whether the reports are correct or not, and provides written notice to such the specific details concerning any discrepancies. No other Party information shall be shared with F-star. Except as well as detailed documentation or other evidence provided below, the cost of such alleged breachthis audit shall be borne by the auditing Party, upon thirty (30) days’ advance written noticeunless the audit reveals a variance of more than [***] from the reported amounts, such first Party may cause an independent Third Party auditor that is reasonably acceptable to in which case the audited Party and subject to written confidentiality obligations that are reasonably acceptable to shall bear the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements cost of the audited Party and its Affiliatesaudit. Unless disputed pursuant to Section 7.15 below, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or concludes that (to i) additional amounts were owed by the extent with respect to this Agreement), the Umbrella Secrecy Agreementaudited Party, the audited Party shall pay all such costs. Upon conclusion of the auditadditional amounts within thirty (30) days, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied (ii) excess payments were made by the audited Party’s , the auditing Party shall reimburse such excess payments, in either case (and in (i) or (ii)), within sixty (60) days after the case of an date on which such audit is completed by the auditing Party. The accounting firm shall provide to Gamma a preliminary copy of its Affiliates audit report, and shall discuss with Gamma any issues or Sublicenseesdiscrepancies that Gamma identifies, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such auditprior to submission to F-star. For clarity, Licensee shall cause its Affiliates CONFIDENTIAL -39- *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that are Sublicensees to comply with this Section 2.13text has been omitted and is the subject of a confidential treatment request.

Audit. Not more than once per yearNotwithstanding the foregoing provisions, or at any time a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides upon * written notice to if Microsoft reasonably believes a breach is occurring under this Agreement (with such other Party as well as detailed documentation or other evidence of such notice specifying the alleged breach) and otherwise upon reasonable notice as agreed upon between the parties (but in no event shall such reasonable notice exceed * and StarTek shall not unreasonably delay or withhold its agreement), upon thirty (30) days’ advance written notice, such first Party Microsoft may cause an audit to be made of StarTek's (and any applicable subcontractor's) books and records, and/or an inspection of replication, assembly, and distribution locations, including the Facility, in order to verify StarTek's compliance with the terms of this Agreement and to verify financial reports issued by StarTek. This right of audit extends beyond the termination of this Agreement for a period of *. . Any such audit shall be made by an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, certified public accountant selected by Microsoft (other than on a contingent fee basis) and/or a Microsoft internal audit team. Any audit and/or inspection shall be conducted during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, at StarTek's (or any applicable subcontractor's) offices. StarTek agrees to provide Microsoft's designated audit or inspection team access to relevant StarTek records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreementall replication and/or assembly locations. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information paid for purposes by Microsoft unless material discrepancies are disclosed. * If material discrepancies are disclosed, StarTek agrees to pay Microsoft for the costs associated with the audit. No unauthorized duplication or replication of Product will be permitted. StarTek shall be liable for any Unaccounted Product discrepancies in excess of the Shortage allowance in an amount equal to * "Unaccounted Product's)" shall be defined as the number of Finished Product(s) Units that the audit and/or inspection determines have been replicated and assembled by StarTek and/or one of StarTek's subcontractors, but (i) have not been properly delivered in accordance with the terms of this Agreement, (ii) are not in StarTek's inventory, (iii) are not in transit in accordance with the terms of this Agreement; (iv) have not been properly destroyed at Microsoft's direction; (v) have not been otherwise accounted for as damaged or destroyed or lost by theft; or (vi) are not lost or damaged as a result of the negligence or willful acts of StarTek. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 StarTek shall also be accompanied by the audited Party’s (and in the case of an audit liable for Unaccounted Products of its Affiliates subcontractor(s). StarTek's obligation to pay Microsoft for Unaccounted Product's) shall not be Microsoft's exclusive remedy and is in addition to any other rights and remedies Microsoft may have as provided by law or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13Agreement.

Audit. Not more than once per year, or at any time a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, Upon reasonable prior notice and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliatesat such place or places where such Records are customarily kept, the books, records Records may be inspected on Freeline’s behalf by an independent auditor (the “Auditor”) selected by Freeline and facilities of acceptable to Ascend (such audited Party and its Affiliates acceptance not to be unreasonably withheld) solely to the extent reasonably necessary relating to determine such audited Party’s and its Affiliates’ compliance with Third Party Costs for the sole purpose of verifying for Freeline the accuracy of any payments made, or required to be made, to Ascend pursuant to this Agreement in respect of such Third Party Costs. In addition, the Auditor may inspect the Records for any purpose that Freeline can demonstrate is required by Applicable Law. Such audits may not (i) be conducted for any calendar year ending more than twenty-four (24) months prior to the date of such request, (ii) be conducted more than once in any calendar year or (to the extent with respect to this Agreementiii) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or be repeated for any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; Calendar Quarter, provided that if such where an audit reveals a material breach by Ascend (or any Affiliate) of any of its obligations under this Agreement Agreement, Freeline shall be entitled to conduct a further audit in the then current calendar year. Freeline shall require the Auditor to provide to Ascend an audit report containing its conclusions regarding any audit, and specifying whether the amounts paid in respect of Third Party Costs were correct or, if incorrect, the amount of any underpayment or (overpayment. The Auditor shall provide to the extent Ascend a preliminary copy of its audit report and shall discuss with Ascend any issues or discrepancies that Ascend identifies, prior to submission to Freeline. If such audit establishes that Freeline has been overcharged with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is Costs in compliance accordance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide Agreement during the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the period covered by any audit pursuant to this Section 2.13 8, Ascend shall remit to Freeline such overpaid amounts within thirty (30) days of the date on which Freeline delivers to Ascend an invoice reflecting such amounts. In the event such audit establishes that amounts have been undercharged by Ascend during such period, the amount of such undercharged amount shall promptly be accompanied paid to Ascend. The fees charged by the Auditor in connection with any audit pursuant to this Section 8 shall be paid by Freeline; provided, however, that if a discrepancy in favor of Freeline of more than [***] for the period being audited Party’s and/or a material breach by Ascend (and in the case or any Affiliate) of an audit any of its Affiliates or Sublicenseesobligations under this Agreement is established, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during then Ascend shall pay the reasonable fees and expenses charged by such Auditor in connection with such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13.

Audit. Not more than once per year, or at any time a Party has a reasonable, good faith belief that Portions of this Exhibit were omitted and have been filed separately with the other Party has materially breached Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. During the term of this Agreement and for [***] thereafter each party shall keep all usual and proper records related to its performance under this Agreement, or (including but not limited to audited financial statements and support for all transactions related to the extent ordering, production, inventory, distribution and billing/invoicing information. Such records, books of account, and entries will be kept in accordance with respect generally accepted accounting principles. Either party (the “Auditing Party”) may audit and/or inspect the other party’s (the “Audited Party”) records no more than [***] in any [***] period in order to verify compliance with the terms of this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other . The Auditing Party as well as detailed documentation or other evidence of such alleged breachmay, upon thirty (30) days’ reasonable advance written notice, audit the Audited Party’s records and consult with the Audited Party’s accountants for the purpose of verifying the Audited Party’s compliance with the terms of this Agreement and for a period of [***]. Any such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, audit will be conducted during regular business hours at the Audited Party’s offices. Any such audit will be paid for by Auditing Party unless Material discrepancies are disclosed. As used in this section, “Material” means [***]. If Material discrepancies are disclosed, the Audited Party agrees to pay the Auditing Party for [***]. Portions of this Exhibit were omitted and in a manner that complies have been filed separately with the reasonable building and security requirements Secretary of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates Commission pursuant to the extent reasonably necessary to determine such audited PartyCompany’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted application requesting confidential treatment under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion Rule 24b-2 of the auditSecurities Exchange Act of 1934. EXHIBIT 2 XBOX 360 ROYALTY TIER SELECTION FORM PLEASE COMPLETE THE BELOW INFORMATION, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this AgreementSIGN THE FORM, and if such audit has revealed a breachAND FAX IT TO MICROSOFT AT +0 (000) 000-0000 TO THE ATTENTION OF MICROSOFT LICENSING, shall include no more information than is reasonably necessary to provide the basis for such findingGP (MSLI) AND YOUR ACCOUNT MANAGER. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13.NOTES:

Audit. Not more than once per yearNotwithstanding any other audit provisions in the Agreement, and with regard to security, Customer reserves the right to audit, inspect, and make copies or extracts of Supplier’s records and processes associated with Supplier’s performance under this Exhibit at any time with seven (7) days prior notice to Supplier through an independent auditor reasonably acceptable to Supplier and subject to customary confidentiality obligations. Any audit or inspection will occur during Supplier’s normal business hours. Customer’s right to audit, inspect, and make copies or extracts of Supplier’s records and processes shall continue for a Party has period of two (2) years following the termination or expiration of the Agreement. Supplier shall cooperate in all audits and inspections conducted by Customer’s auditor and shall remedy any discrepancies identified pursuant to such audits and inspections within a reasonablemutually agreeable timeframe. Any audits or inspections conducted by Customer’s auditor pursuant to this Section shall in no way be deemed to relieve Supplier of any of its obligations, good faith belief that responsibilities or liabilities under this Exhibit or the other Party has materially breached this AgreementAgreement or under any applicable laws. Any election by Customer to conduct, or (any failure by Customer to conduct, any such audit or inspection shall in no event be deemed to constitute Customer’s approval of any activity undertaken by Supplier or of any method, system or procedure used by Supplier in performance of this Exhibit or the Agreement. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO AUGMEDIX, INC. IF PUBLICLY DISCLOSED. SCHEDULE 1 SUPPLIER’S SECURITY ARCHITECTURE, POLICIES AND STANDARDS Administrative Safeguards Specifications Minimum Requirements Security Management Risk Analysis Supplier will conduct an accurate and thorough assessment of the potential risks and vulnerabilities to the extent with respect to this Agreement) the Umbrella Secrecy Agreementconfidentiality, integrity and provides written notice to such other Party as well as detailed documentation availability of PII and/ or other evidence of such alleged breachPHI. Supplier will perform quarterly vulnerability scans on information systems storing, upon transmitting or transacting Customer’s PII and/or PHI. Risk Management Supplier will develop and implement a risk management plan. Supplier will apply all applicable security patches, service packs and hot fixes on information systems that contain or process Customer’s PII and/or PHI within thirty (30) days’ advance written noticedays of release. Supplier will evaluate, such first Party may cause implement and maintain security measures based on an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements analysis of the audited Party risks. Supplier, using commercially reasonable and its Affiliatesappropriate measures, the bookswill protect Customer’s PII and/or PHI against unauthorized (malicious or accidental) disclosure, records modification, or destruction of information, unintentional errors and facilities of such audited Party omissions, IT disruptions due to natural or man-made disasters, failure to exercise due care and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and diligence in the case implementation and operation of an audit of its Affiliates or Sublicensees, its AffiliateSuppliers IT system. Supplier will ensure that database transaction journaling is enabled for databases that contain Customer’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees PII and/or PHI Sanction Policy Supplier will apply appropriate sanctions against workforce members who fail to comply with this Section 2.13the security policies and procedures of the Customer and the Supplier. Information System Activity Review Supplier will regularly review records of information system activity, such as audit logs, access reports, and security incident tracking reports. Supplier will employ Security Event and Incident Monitoring (XXXX) technology such as intrusion detection and prevention systems on IT systems that transmit, transact, or store Customer’s PII and/or PHI and will review/analyze activity records for indications of inappropriate or unusual activities daily.

Audit. Not No more than once per yearduring any twelve (12) month period with 30 business days written notice accompanied by a detailed scope during the term of this Agreement and for one hundred eighty (180) days thereafter, or at any time either Party shall permit a certified public accountant, engaged by the auditing Party has a reasonable, good faith belief that and reasonably acceptable to the other Party has materially breached this Agreement, or (“Auditor”) to audit the other’s records relating to the extent with respect twelve (12) month period preceding the date when the audit is conducted. Such audit shall be limited to this Agreement) the Umbrella Secrecy Agreementtracking of rebates, data reports, and provides written notice chargeback reports. This audit may include Distributor’s facilities and quality systems as they relate to such the Services covered by Exhibit B, with the exception of information and operations regarded by the Distributor as Proprietary information. If either Party elects to conduct an audit, the other Party as well as detailed documentation or other evidence of such alleged breach, agrees to make available upon thirty (30) days’ advance written notice, during normal business hours, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party documents and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and personnel in a manner that complies as not to unduly interfere with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s operations. If any audit reveals (and a) an error in the calculation, reporting, or payment of any rebates; or (b) that an overcharge or undercharge incurred, in the case of an audit error by either Party, such Party shall provide a written response or explanation, correct any error, and remit any monies due within fifteen (15) days after receiving notice of its Affiliates the error or Sublicenseesovercharge. Any Auditor hired by either Party must both enter into a confidentiality agreement executed by both Parties and be retained on an hourly or fixed rate basis, its Affiliate’s or its Sublicensee’sand not a contingency basis. Each Party shall pay their respective expenses associated with the audit. If an independent third party is used to conduct the audit, respectively) representatives at all times during such third party shall execute a confidentiality agreement with the Distributor prior to any such audit. For clarityAudits during December and January are excluded unless the request is related to an inspection and timing stipulated by a government regulator that impacts the services defined in this agreement. Notwithstanding the foregoing, Licensee shall cause its Affiliates that are Sublicensees “for cause” audits may be performed with less than thirty (30) business days’ notice, but with as much notice as reasonably practicable taking into account the level of urgency associated with a “for cause” audit. DISTRIBUTOR will issue responses in writing to comply with this Section 2.13UT within an agreed timeline to any “for cause” audit observations. These timelines may be accelerated for critical audit observations, relating to the distribution of UT Product.

Audit. Not more than once per year, OPMG/PhoneGuard will maintain books and records which report the sales or at any time a Party has a reasonable, good faith belief that other exploitations of the other Party has materially breached this Agreement, or (Product hereunder on which payments hereunder are payable to the extent Consulting Party. The Consulting Party may, at its sole expense, designate a certified public accountant ("CPA") or other qualified representative to examine those books and records, as provided in this paragraph only. Such examination: (a) may be made only for the purpose of verifying the accuracy of the statements sent by OPMG/PhoneGuard; (b) may be made for a particular statement only once and only within three (3) years after the date when OPMG/PhoneGuard sent that statement; and (c) may be made only during OPMG/PhoneGuard's usual business hours, and at the place where it keeps the books and records to be examined, and upon reasonable notice to OPMG/PhoneGuard. (OPMG/PhoneGuard will be deemed conclusively to have sent each statement on the dates prescribed above unless Consulting Party notifies OPMG/PhoneGuard otherwise, with respect to any statement, within ninety (90) days after that date.) No examination may be made of any records that do not specifically report sales, returns or other distributions of the Product or other transactions on which payments are due Consulting Party (or calculation of Fixed Costs or Retained Share). Notwithstanding the foregoing, Consulting Party will be permitted to examine records that reflect the number of subscriptions sold, any movement of OPMG/PhoneGuard's inventory of such Software Applications, and any credits or rebates that are given in respect of such Software Applications, for each accounting period that is the subject of the audit. Further, such examination shall be conditioned upon the CPA's written agreement to OPMG/PhoneGuard that the CPA will not voluntarily disclose any findings to any Person or entity other than Consulting Party, its attorney or other advisers. If the Consulting Party has any objections to a royalty statement, they will give OPMG/PhoneGuard specific notice of that objection and the reasons for it within three (3) year after the date that OPMG/PhoneGuard is deemed to have sent that statement. Each royalty statement will become conclusively binding at the end of that three (3) period, and the Consulting Party will no longer have any right to make any other objections to it. The Consulting Party will not have the right to xxx OPMG/PhoneGuard in connection with any royalty accounting, or to xxx OPMG/PhoneGuard for royalties from Product sales or subscriptions sold or receipts derived by OPMG/PhoneGuard during the period a royalty accounting covers, unless Consulting Party commences the suit within six (6) months after the end of that three (3) ­year period. If the Consulting Party commences suit on any controversy or claim concerning royalty accountings rendered to the Consulting Party under this Agreement) the Umbrella Secrecy Term Sheet Agreement and any subsequent Agreement, the scope of the proceeding will be limited to determination of the amount of the payments due for the accounting periods concerned, and provides written notice the court will have no authority to consider any other issues or award any relief except recovery of any payments found owing. Recovery of any such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable royalties will be the sole remedy available to the audited Consulting Party and subject by reason of any claim related to written confidentiality obligations that are reasonably acceptable to OPMG/PhoneGuard's royalty accountings. Without limiting the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements generality of the audited Party and its Affiliatespreceding sentence, the books, records and facilities of such audited Consulting Party and its Affiliates will not have any right to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach seek termination of this Agreement or (subsequent Agreement or avoid the performance of its obligations under it by reason of any such claim. The preceding three sentences will not apply to any item in a royalty accounting if the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Consulting Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require establishes that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13item was fraudulently misstated.

Audit. Not more than once per year, or at any time a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 2.12 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 2.12 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.132.12.

Audit. Not more than once per yearEach Party shall keep, and shall require its Affiliates to keep, complete and accurate records pertaining to the performance of its activities under this Agreement. Each Party shall keep such books and records for [ * ] following the calendar year to which they pertain, or such longer period of time as may be required by Applicable Laws. Upon reasonable prior notice and during regular business hours at any time such place or places where such records are customarily kept, a Party has a reasonable, good faith belief that Party’s records may be inspected on the other Party has materially breached this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause Party’s behalf by an independent Third certified public accountant (the “Auditor”) selected by the auditing Party auditor that is and reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to for the sole purpose of verifying the accuracy of the Quarterly Reports furnished by the audited Party pursuant to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (of any payments made, or required to be made, to a Party pursuant to this Agreement. 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 results in and further limited to the extent [ * ] prior to audit notification. Such audits shall not be performed more frequently than [ * ] each calendar year and once with respect to records covering any specific period of time. Such auditor shall not disclose a Party’s Confidential Information to the other Party, and shall only verify the accuracy or inaccuracy of the Quarterly reports furnished by a Party or the amount of payments to or by a Party under this Agreement) , and, in the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with case of any inaccuracy, the operations amount of such audited Party inaccuracy. In the event that the final result of the inspection reveals an undisputed underpayment or any of its Affiliatesoverpayment, the underpaid or overpaid amount shall be settled within [ * ] after the Auditor’s report. The auditing Party requesting shall bear the full cost of such audit shall pay the costs of conducting such audit; provided that if unless such audit reveals a material breach an underpayment of this Agreement or (to more than [ * ] by the extent with respect to this Agreement)audited Party, the Umbrella Secrecy Agreement, in which case the audited Party shall pay all such costs. Upon conclusion reimburse the auditing Party for the reasonable costs of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13.

Audit. Not more than once per yearThe Parties agree to keep full and accurate books and records setting forth in reasonable detail the payments payable to the other Party hereunder, or at any time a Glass Product Expenses to be recorded hereunder, and the calculation thereof. Each Party has a reasonable, good faith belief (the “AUDITING PARTY”) shall have the right to appoint an internationally recognized accounting firm (but not the Auditing Party’s accounting firm) reasonably acceptable to the other Party (the “INDEPENDENT AUDITOR”) to audit the financial books and records that the other Party has materially breached (the “AUDITED PARTY”) is expressly required to keep under this Agreement, or (to the extent Agreement with respect to payments owed to the Auditing Party, or Glass Product Expenses to be recorded, under this AgreementAgreement (the “RELEVANT BOOKS AND RECORDS”). The Audited Party may require the Independent Auditor, prior to any such audit, to agree to reasonable confidentiality restrictions and the Independent Auditor shall (i) treat as confidential information of the Umbrella Secrecy AgreementAudited Party all information obtained in connection with such audit and (ii) not disclose the same to the Auditing Party or others, except that the Independent Auditor may disclose to the Auditing Party only whether the audit revealed an underpayment, or an inaccuracy with respect to Glass Product Expenses, and provides written notice to such other Party as well as detailed documentation or other evidence the amount of such alleged breachunderpayment or inaccuracy, if any. An audit shall be permitted only upon at least thirty (30) days’ advance prior written noticenotice to the Audited Party, such first and in no event more than once during any calendar year (unless an audit in any calendar year revealed an underpayment, in which case the Auditing Party may cause an independent Third Party auditor that is reasonably acceptable to conduct one (1) additional audit in such calendar year). The Independent Auditor shall conduct the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, audit during regular normal business hours and in a manner that complies with solely as necessary to confirm the reasonable building and security requirements accuracy of the audited Party Relevant Books and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its AffiliatesRecords. The Party requesting the audit Independent Auditor may not be paid on a contingency fee basis and shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (provide its report simultaneously to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited both Parties. The Auditing Party shall pay be solely liable for all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is costs and expenses accrued in compliance connection with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarityIn the event the audit reveals an underpayment or inaccuracy, Licensee *** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission. prompt adjustment of all unpaid amounts owed under this Agreement shall cause its Affiliates be made by the Audited Party, provided that are Sublicensees nothing contained herein is intended to comply with this Section 2.13waive or limit the Audited Party’s right to contest the accuracy of any finding of the Independent Auditor.

Audit. Not more than once per year, or at any time a (a) Each Party has a reasonable, good faith belief that shall have the right to audit the books and records of the other Party has materially breached solely relating to this AgreementAgreement upon reasonable notice and at its’ expense, or (not more frequently than annually during the Term of the Agreement and for a period of [*] thereafter and to take extracts from and/or make copies of such records. Each Party shall maintain during the Term and for a period of [*] thereafter all books, records, accounts, and technical materials regarding its activities in connection herewith sufficient to determine and confirm all amounts payable to the extent other Party and all compliance with respect all other material obligations hereunder. Upon a Party’s request and with reasonable notice, the other Party will permit one or more representatives of an auditor or agent of the requesting Party’s choice to this Agreement) the Umbrella Secrecy Agreementexamine and audit, during normal business hours, such books, records, accounts, documentation and materials, and provides written notice to such take extracts therefrom or make copies thereof for the purpose of verifying the correctness of payments made pursuant hereto and/or compliance with the other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written noticematerial obligations hereunder. Unless otherwise agreed by the Parties in writing, such first examination shall be in material accordance with generally accepted accounting principles. The audited Party may cause shall pay any unpaid delinquent amounts within ten days of the other Party’s request. To the extent such examination discloses an independent Third Party auditor that is reasonably acceptable to underpayment greater than [*], the audited Party and subject to written confidentiality obligations that are reasonably acceptable to shall fully reimburse the audited Party to auditother Party, during regular business hours and in a manner that complies with promptly upon demand, for the reasonable building fees and security requirements of disbursements due the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting auditor for such audit; provided that if such prompt payment shall not be in lieu of any other remedies or rights available to such other Party hereunder. In all other events, all fees and expenses of the auditing Party’s auditor or agent under this Section shall be paid by the auditing Party. If an audit reveals a material breach an overpayment, the auditing Party shall promptly notify the other Party and shall pay the amount of this Agreement or (any such overpayment to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited other Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13within [*] thereafter.

Audit. Not At the request of F-star, Gamma shall, and shall cause its Sublicensees and Affiliates to, permit an independent public accounting firm of nationally recognized standing designated by F-star and reasonably acceptable to Gamma, at reasonable times during normal business hours and upon reasonable notice, to audit the books and records maintained pursuant to Section 7.12 to ensure the accuracy of all payment reports and payments made hereunder. Such examinations may not (a) be conducted for any Calendar Quarter more than [***] after the end of such Calendar Year to which such books and records pertain, (b) be conducted more than once per year, or at in any time twelve (12) month period (unless a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or previous audit during such twelve (to the extent 12)-month period revealed an underpayment with respect to this Agreementsuch period) or (c) be repeated for any Calendar Quarter. The accounting firm shall report to the Umbrella Secrecy AgreementParties with reasons whether the reports are correct or not, and provides written notice to such the specific details concerning any discrepancies. No other Party information shall be shared with F-star. Except as well as detailed documentation or other evidence provided below, the cost of such alleged breachthis audit shall be borne by the auditing Party, upon thirty (30) days’ advance written noticeunless the audit reveals a variance of more than [***] from the reported amounts, such first Party may cause an independent Third Party auditor that is reasonably acceptable to in which case the audited Party and subject to written confidentiality obligations that are reasonably acceptable to shall bear the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements cost of the audited Party and its Affiliatesaudit. Unless disputed pursuant to Section 7.15 below, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or concludes that (to i) additional amounts were owed by the extent with respect to this Agreement), the Umbrella Secrecy Agreementaudited Party, the audited Party shall pay all such costs. Upon conclusion of the auditadditional amounts within thirty (30) days, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied (ii) excess payments were made by the audited Party’s , the auditing Party shall reimburse such excess payments, in either case ((i) or (ii)), CONFIDENTIAL -36- *** Certain information in this agreement has been omitted and in filed separately with the case Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of an a confidential treatment request. within sixty (60) days after the date on which such audit is completed by the auditing Party. The accounting firm shall provide to Gamma a preliminary copy of its Affiliates audit report, and shall discuss with Gamma any issues or Sublicenseesdiscrepancies that Gamma identifies, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees prior to comply with this Section 2.13submission to F-star.

Audit. Not more than once per yearASML agrees to make and keep full and accurate books and records in sufficient detail to enable amounts payable to Zeiss SMT hereunder to be determined. Zeiss SMT shall have the right to appoint an independent accounting firm, or at any time a Party has a reasonablereasonably acceptable to ASML (an "INDEPENDENT AUDITOR"), good faith belief to audit of the books and records of ASML that the other Party has materially breached this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice pertain to such other Party as well as detailed documentation or other evidence of such alleged breach, upon payments and the basis therefor. On thirty (30) days’ advance ' prior written noticenotice to ASML, such first Party may cause but no more than once during any calendar year (unless Zeiss SMT, in good faith, has a concern about specific inaccuracy, in which case an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the additional audit shall pay the costs of conducting be permitted to address such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreementspecific inaccuracy), the Umbrella Secrecy Independent Auditor shall have access to the books and records of ASML during normal business hours solely as necessary to confirm compliance with the payment terms of this Agreement, the audited Party . The Independent Auditor shall pay treat as confidential all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during information obtained in such audit as and shall not disclose the same to any third party, other than to confirm to Zeiss SMT whether or not the audited Party ASML is in compliance with the payment obligations under this Agreement, and if such not, the amount of any excess or shortfall. Notwithstanding the foregoing, in the event (a) that ASML contests the accuracy of the audit, or (b) the audit has revealed determines a breachshortfall in excess of twenty-five percent (25%) of the amount due, shall include no more information than is reasonably necessary then the Independent Auditor's analysis, results, and conclusions shall, at the option and expense of Zeiss SMT, be provided to provide the basis outside counsel for such findingZeiss SMT, on an outside counsel eyes' only basis. All information learned or obtained from such audit Prompt adjustment shall be deemed Confidential Information for purposes made to reflect the results of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarityNothing contained herein is intended to waive or limit ASML's right to contest the accuracy of any audit, Licensee shall cause its Affiliates that are Sublicensees nor to comply with this Section 2.13limit any additional audit or other requirements hereof.

Audit. Not more than once per year, or at any time a Each Party has a reasonable, good faith belief that shall have the other Party has materially breached this Agreement, or (right to the extent with respect to this Agreement) the Umbrella Secrecy Agreementhave an independent certified public accounting firm of internationally recognized standing, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the other Party, provided with access by such other Party during normal business hours, and upon reasonable prior written notice, to examine only those records of such other Party (and its Affiliates and Sublicensees) as may be reasonably necessary to determine, with respect to any Calendar Year ending not more than three (3) years prior to the auditing Party’s request, the correctness or completeness of any payment made under this Agreement. Such examinations may not (a) be conducted more than once in any [*] ([*]) month period (unless a previous audit during such [*] ([*]) month period revealed an underpayment with respect to such period or the audited Party restates or revises such books and records for such period) or (b) be repeated for any Calendar Year. Results of such audit shall (i) be (A) limited to information relating to the Licensed Product, (B) made available to both Parties in writing and (C) subject to written confidentiality obligations that are reasonably acceptable to Article 10 and (ii) not reveal any specific information of the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited auditing Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or other than (to the extent with respect to this AgreementA) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with its payment obligations under this AgreementAgreement and (B) the amount of any additional payment owed to the auditing Party or excess payment reimbursable to the audited Party. Except as provided below, and the cost of this examination shall be borne by the auditing Party, unless the audit reveals a variance of more than five percent (5%) from the reported amounts, in which case the audited Party shall bear the cost of the audit. Unless disputed pursuant to Section 14.18.3, if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for concludes that additional payments were owed or that excess payments were made during such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Sectionperiod, the audited Party may require that shall pay the Third additional amounts, with interest from the date originally due as provided in Section 14.18.1, or the auditing Party conducting shall reimburse such excess payments, with interest from the audit pursuant date of original payment as provided in Section 14.18.1, within sixty (60) days after the date on which such auditor’s written report is delivered to this Section 2.13 be accompanied by the audited Party’s (Parties. *Confidential treatment requested; certain information omitted and in filed separately with the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13SEC.

Audit. Not more than once per yearThe Parties agree to keep full and accurate books and records setting forth in reasonable detail the payments payable to the other Party hereunder, or at any time a Glass Product Expenses to be recorded hereunder, and the calculation thereof. Each Party has a reasonable, good faith belief (the "AUDITING PARTY") shall have the right to appoint an independent internationally recognized accounting firm (but not the Auditing Party's accounting firm) reasonably acceptable to the other Party (the "INDEPENDENT AUDITOR") to audit the financial books and records that the other Party has materially breached (the "AUDITED PARTY") is expressly required to keep under this Agreement, or (to the extent Agreement with respect to payments owed to the Auditing Party, or Glass Product Expenses to be recorded, under this AgreementAgreement (the "RELEVANT BOOKS AND RECORDS"). The Audited Party may require the Independent Auditor, prior to any such audit, to agree to reasonable confidentiality restrictions and the Independent Auditor shall (i) treat as confidential information of the Umbrella Secrecy AgreementAudited Party all information obtained in connection with such audit and (ii) not disclose the same to the Auditing Party or others, except that the Independent Auditor may disclose to the Auditing Party only whether the audit revealed an underpayment, or an inaccuracy with respect to Glass Product Expenses, and provides written notice to such other Party as well as detailed documentation or other evidence the amount of such alleged breachunderpayment or inaccuracy, if any. An audit shall be permitted only upon at least thirty (30) days’ advance ' prior written noticenotice to the Audited Party, such first and in no event more than once during any calendar year (unless an audit in any calendar year revealed an underpayment, in which case the Auditing Party may cause an independent Third Party auditor that is reasonably acceptable to conduct one (1) additional audit in such calendar year). The Independent Auditor shall conduct the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, audit during regular normal business hours and in a manner that complies with solely as necessary to confirm the reasonable building and security requirements accuracy of the audited Party Relevant Books and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its AffiliatesRecords. The Party requesting the audit Independent Auditor may not be paid on a contingency fee basis and shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (provide its report simultaneously to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited both Parties. The Auditing Party shall pay be solely liable for all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is costs and expenses accrued in compliance connection with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarityIn the event the audit reveals an underpayment or inaccuracy, Licensee prompt adjustment of all unpaid amounts owed under this Agreement shall cause its Affiliates be made by the Audited Party, provided that are Sublicensees nothing contained herein is intended to comply with this Section 2.13waive or limit the Audited Party's right to contest the accuracy of any finding of the Independent Auditor.

Audit. Not more than once per year, or at any time a Party has a reasonable, good faith belief that Either party may audit the other Party has materially breached this Agreement, or (party's books and records to the extent necessary to determine such other party's compliance with the terms of this Agreement. In addition, Baxter may inspect or review Xxxxxxx' production and quality control processes and records, and such inspection or review shall be deemed to be an "audit" subject to the terms of this Section 6.7. The party performing the audit may use independent auditors who may participate fully in such audit. If an audit is proposed with respect to this Agreement) information which the Umbrella Secrecy Agreementparty to be audited wishes not to disclose to the other party ("Restricted ---------- Information"), and provides then on the written notice demand of the party to be audited, the ----------- individuals conducting the audit with respect to Restricted Information will be limited to the independent auditors of the party requesting the audit. In such other Party as well as detailed documentation or other evidence event, the party to be audited shall pay the costs of the independent auditors conducting such audit, but only with respect to that portion of the audit relating to the Restricted Information. Such independent auditors shall enter into an agreement with the parties hereto, on terms that are agreeable to both parties hereto, under which such independent auditors shall agree to maintain the confidentiality of the information obtained during the course of such alleged breach, upon thirty (30) days’ advance written notice, audit and establishing what information such first Party may cause an independent Third Party auditor that is reasonably acceptable auditors will be permitted to disclose to report the results of any audit of Restricted Information to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to party requesting the audited Party to audit, . Any such audit shall be conducted during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall does not interfere unreasonably with the operations of the party being audited. Each party may perform such audited Party or any of its Affiliates. The Party requesting an audit one time in each twelve-month period during the audit shall pay the costs of conducting such auditTerm; provided that a party may perform an additional audit at any time if such the preceding audit reveals a material breach of this Agreement or (failure to conform to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes terms of this Agreement. Notwithstanding anything Each audit shall begin upon the date specified by the auditing party in a Notice to the contrary in this Section, other party a minimum of 30 days prior to the audited Party may require that the Third Party conducting commencement of the audit pursuant to this Section 2.13 and shall be accompanied by the audited Party’s (performed diligently and in the case good faith and shall be completed within a reasonable period of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13time.

Audit. Not more than once per year, or at any time a Party has a reasonable, good faith belief that Allegiance may audit Xxxxxx'x books and records and Xxxxxx may audit Allegiance's books and records for the other Party has materially breached purpose of determining compliance with the terms of this Agreement. The party requesting the audit may use independent auditors, or (to who may participate fully in such audit. In the extent event that an audit is proposed with respect to this Agreement) information which the Umbrella Secrecy Agreementparty to be audited wishes not to disclose to the other party ("Restricted Information"), and provides then on the written notice demand of the party to be audited, the individuals conducting the audit with respect to Restricted Information will be limited to the independent auditors of the party requesting the audit. In such other Party as well as detailed documentation or other evidence event, the party to be audited shall pay the costs of the independent auditors conducting such audit, but only with respect to that portion of the audit relating to the Restricted Information. Such independent auditors shall enter into an agreement with the parties hereto, on terms that are agreeable to both parties hereto, under which such independent auditors shall agree to maintain the confidentiality of the information obtained during the course of such alleged breach, upon thirty (30) days’ advance written notice, audit and establishing what information such first Party may cause an independent Third Party auditor that is reasonably acceptable auditors will be permitted to disclose to report the results of any audit of Restricted Information to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to party requesting the audited Party to audit, . Any such audit shall be conducted during regular business hours and hours, in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall does not interfere unreasonably with the operations of such audited Party or the party being audited. Such audits shall be conducted not more than once in any of its Affiliates. The Party requesting one year period unless the next preceding audit shall pay disclosed a failure to conform to the costs of conducting such audit; provided that if such audit reveals a material breach terms of this Agreement or (Agreement. Subject to the extent with respect to this Agreement)foregoing limitations, the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from any such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything conducted when requested by Notice given not less than 30 days prior to the contrary in this Section, commencement of the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13.

Audit. Not more than once per year, or at any time a Each Party has a reasonable, good faith belief that will have the other Party has materially breached this Agreement, or (right to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause have an independent Third Party auditor that is certified public accounting firm of internationally recognized standing, reasonably acceptable to the audited other Party, to have access during normal business hours, and upon reasonable prior written notice, to such of the records of the other Party as may be reasonably necessary to verify the accuracy of any expenses shared or paid by the other Party under this Agreement or the calculation of Net Sales or US Product Profits for any calendar year ending not more than three (3) years prior to the date of such request; provided, however, that, no Party will have the right to conduct more than one such audit in any twelve (12) month period and that the auditing Party shall not be permitted to audit the same period of time more than once, unless evidence of fraud or gross negligence arises in a subsequent audit and the auditing Party reasonably believes that such evidence indicates the reasonable possibility of fraud or gross negligence in any such prior period. The accounting firm will disclose to the Parties only whether the various expenses subject to written confidentiality obligations that are reasonably acceptable to being shared by this Agreement, Net Sales or US Product Profits reported by the audited Party to are correct or incorrect and the specific details concerning any discrepancies. The auditing Party will bear all costs of such audit, during regular business hours and unless the audit reveals a discrepancy in a manner that complies with the reasonable building and security requirements auditing Party’s favor of more than [*], in which case the audited Party and its Affiliates, will bear the books, records and facilities cost of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreementaudit. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, If the audited Party shall pay all such costs. Upon conclusion of disputes the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 8.6.2, the Parties shall meet and discuss such dispute. If such dispute is not resolved within forty-five (45) days, then it shall be accompanied by subject to Article 16. Shire shall use Diligent Efforts to obtain from any sub-licensee audit rights at least as favorable as the audited Party’s (audit rights set forth in this Section 8.6.2 and the right to share the results of any such audit with New River. In the event that New River reasonably believes that there is a material inaccuracy in the case reporting by a sub-licensee of an the Net Sales of such sub-licensee, then New River may direct Shire to exercise such audit rights in accordance with procedures reasonably requested by New River. New River shall succeed to the rights and obligations of its Affiliates Shire in respect of any costs or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply expenses associated with this Section 2.13a sub-licensee audit requested by New River.

Audit. Not From the Effective Date until the expiration of the Recordkeeping Period, upon prior written notice to Company: (i) NovaQuest shall have the right to review and audit, through an independent certified public accountant selected by NovaQuest and reasonably satisfactory to Company, those accounts and records of Company as NovaQuest determines is reasonably necessary to verify Company’s and Responsible Parties’ compliance with this Agreement; and (ii) Company shall, upon the reasonable request of NovaQuest, [*] review and audit each Responsible Party, through an independent certified public accountant reasonably approved by NovaQuest, those accounts and records of each such Responsible Party as NovaQuest determines is reasonably necessary to verify such Responsible Party’s compliance with this Agreement. Such review and audits shall occur during normal business hours and no more than once per yearFiscal Year, or at any time a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that NovaQuest shall be entitled to conduct a reasonable number of follow-up reviews and audits if such audit reveals NovaQuest finds that Company or a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Responsible Party is not in material compliance with this Agreement. In addition, Company shall, upon reasonable request by NovaQuest (which request NovaQuest shall be permitted to make one time every [*], promptly exercise its audit rights pursuant to Section 10.5 of the Astellas Japan Agreement or the Section of the Astellas EMEA Agreement titled “Reporting and Audit Rights,” in each case to the extent necessary to verify the calculations of Astellas Japan Revenue, Astellas EMEA Revenue, or Astellas Other Revenue, and if shall furnish the results of such audit has revealed a breachto NovaQuest. With respect to any Replacement Agreement entered into by Company that would reasonably be expected to generate Replacement Net Sales Revenue or Replacement Other Revenue, Company shall include no more information than is reasonably use reasonable efforts to ensure that such Replacement Agreement grants Company audit rights which are substantially similar in all material respects to Company’s audit rights pursuant to section 10.5 of the Astellas Japan Agreement or the section of the Astellas EMEA Agreement titled “Reporting and Audit Rights.” With respect to any such Replacement Agreement described in the foregoing sentence, Company shall, upon request by NovaQuest (which request NovaQuest shall be permitted to make one time every [*], promptly exercise its audit rights to the extent necessary to provide verify the basis for such finding. All information learned calculations of Replacement Net Sales Revenue or obtained from Replacement Other Revenue and shall furnish the results of such audit to NovaQuest. NovaQuest shall be deemed Confidential Information solely responsible for purposes all of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the expenses of any audit conducted pursuant to this Section 2.13 5.2(b), unless the independent certified public accountant’s report shows, in respect of any Fiscal Year then being reviewed, an underpayment of amounts due to NovaQuest hereunder for such Fiscal Year by more than [*], in which case Company shall be accompanied responsible for the reasonable expenses incurred by NovaQuest for the audited Partyindependent certified public accountant’s services. If the report shows an underpayment of amounts due to NovaQuest hereunder, then Company will pay NovaQuest an amount equal to such underpayment, plus interest on such amounts in accordance with Section 4.4, within [*] after receipt of notice of such underpayment and copy of the relevant portion of the audit report. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and in (ii) would likely cause competitive harm to the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13company if publicly disclosed.

Audit. Not more than once per year, or Each Party will have the right at any time a Party has a reasonable, good faith belief that all reasonable times during the term of this Agreement to audit the books and records of the other Party has materially breached this AgreementParty, or (including the ability to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, make and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements retain copies of the audited Party and its Affiliatessame, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s verify performance under the terms and its Affiliates’ compliance with this Agreement conditions of the Agreement, including, without limitation, toe accuracy of any statement, allocation, measurement, computation, charge, or (to the extent with respect payment made under or pursuant to this Agreement) , providing that the Umbrella Secrecy Agreementauditing Party will protect the confidentiality of the books and records made available by the other Party. Any audit conducted under this Section 2.13 shall not interfere unreasonably with Additionally, each Party reserve the operations right to perform site inspections or carry out field visits of such audited Party or any of its Affiliatesthe assets and related measurement equipment being audited. The Party requesting Parties shall agree in good faith on a mutually acceptable time and location to commence any audit initiated under the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach terms of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this AgreementSection, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes performed in reasonable accommodations at the relevant offices or other work locations of this Agreementthe Party to be audited. Notwithstanding anything The Party subject to the contrary in this Sectionaudit shall respond to all exceptions and claims of discrepancies within sixty (60) days of receipt thereof. The accuracy of any statement, the audited Party may require that the Third Party conducting the audit allocation, measurement, computation, charge, or payment or other determination of any kind made pursuant to this Section 2.13 Agreement shall be accompanied by conclusively presumed to be correct after the audited Party’s end of the twenty-four (and 24) months Period next following the end of the calendar year in which the case statement, allocation, measurement, computation, charge, or payment or other determination was made if not challenged (claimed) in writing prior to thereto. Billing Adjustments. Each Party must promptly notify the other Party of an audit any overcharges or undercharges that are discovered after payment has been made. Within 30 days of its Affiliates such notice, either party will refund or Sublicenseespay the amount of any overcharge or undercharge. EXECUTED this 9th day of December, 2021. LESSOR: XXXXXXXXX, L.P., By: CrownRock GP, LLC, its Affiliate’s or its Sublicensee’sgeneral partner By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, respectively) representatives at all times during such auditPresident LESSEE: By: BITSTREAM MINING, LLC By: /s/ X. Xxxxx Xxxxx X. Xxxxx Xxxxx, President STATE OF TEXAS § § COUNTY OF MIDLAND § This instrument was acknowledged before me on this 10 day of December, 2021, by Xxxxxx X. Xxxxx, as President of CrownRock GP, LLC, as General Partner of CrownRock, LP, a Delaware limited partnership, on behalf of said limited liability company and said limited partnership. For clarityMy Commission Expires: 8/4/2024 Notary Public in and for said county and state STATE OF TEXAS § § COUNTY OF XXXXXXX § The foregoing instrument was acknowledged before me this 9 day of December, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13.2021 by X. XxxxxXxxxx, as President of Bit Stream Mining LLC, a Texas limited liability company, on behalf of said company. My Commission Expires: 9/12/2023 Notary Public in and for said county and state Exhibit A – Illustration of the Surface Site and Road Exhibit B – Memorandum of Surface Site Lease

Audit. Not more than once per year, or at any time a Party has a reasonable, good faith belief If either party hereto (the "Requesting Party") shall notify the other party hereto (the "Audit Party") that the other Requesting Party has materially breached this disagrees with any statement previously delivered to the Requesting Party pursuant to Section 5.5 or 5.6 above or the Transition Services Agreement, or (upon the written request of the Requesting Party, the Audit Party shall permit the Requesting Party and/or an independent public accountant selected by the Requesting Party to have access during normal business hours to such records of the extent Audit Party as may be reasonably necessary to verify the accuracy of the statement in question. All such audits shall be conducted at the Requesting Party's expense and, with respect to this Agreementany audit concerning warranty claims, not more than twice (2) in each calendar year. In the Umbrella Secrecy Agreementevent such audit concludes that the amounts set forth in the disputed statement were in excess of the actual amounts owed by the Requesting Party or less than the actual amount owed by the Audit Party, and provides any excess amount previously paid by the Requesting Party or any additional amounts owing by the Audit Party shall be paid by the Audit Party to the Requesting Party within ten (10) days (the "Payment Period") of the date the Requesting Party delivers to the Audit Party its or its representative's written report so concluding, unless the Audit Party shall have a good faith dispute as to the conclusions set forth in such written report, in which case the Audit Party shall provide written notice to the Requesting Party within the Payment Period of the nature of its disagreement with such other Party as well as detailed documentation or other evidence written report and may withhold payment of such alleged breachthe amount in dispute, upon pending resolution of the dispute. The parties hereto shall thereafter, for a period of thirty (30) days’ advance written notice, attempt in good faith to resolve such first dispute. If the parties cannot within such period in good faith resolve such dispute, the matters in question shall be resolved in accordance with the third party dispute resolution procedures of Section 1.6(b). If such report concludes that the Requesting Party may cause owes an independent Third Party auditor that is reasonably acceptable additional amount to the audited Audit Party, the Requesting Party and subject to written confidentiality obligations that are reasonably acceptable shall deliver such amount to the audited Audit Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements within ten days of the audited Party and its Affiliates, the books, records and facilities Requesting Party's receipt of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance report, together with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations a copy of such audited Party or any of its Affiliatesreport. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent fees associated with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from any such audit shall be deemed Confidential Information paid by Requesting Party unless the audit discloses that the amounts required to be paid by Requesting Party for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that period were overstated by five percent (5%) or more, or the Third Party conducting the audit pursuant amounts required to this Section 2.13 be accompanied paid by the audited Party’s (Audit Party were understated by five percent or more, in which case the Audit Party shall pay the reasonable fees and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during expenses associated with any such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13.

Audit. Not more than once per yearCrown shall have the right to request to review, or and Metawave shall make available at its office during normal business hours, after reasonable advance request, any time a Party has a reasonableMetawave sales agreement for the Products and Ancillary Products and related books and records (collectively, good faith belief that the other Party has materially breached "Sales Documents") to confirm Metawave's compliance with Crown's preferential rights as set forth in this Agreement; provided, however, that Metawave can redact from the Sales Documents any information that may identify a customer or (that is not relevant to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion matter of the audit, provided that Metawave shall provide a brief list and description of the Third Party auditor sections and topics so redacted. To the extent there are any discrepancies between Crown's preferential rights under this Agreement and the provisions of other Sales Documents, the Parties shall furnish meet in an attempt to both Parties resolve such discrepancies. To the extent that such matters cannot be resolved within a report stating only its findings during such audit as reasonable period of time, Crown shall have the right to whether request an independent review by a public accountancy firm not otherwise affiliated or not engaged by Crown (of Crown's selection) of the audited Party is in Sales Documents to verify Metawave's compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes terms of this Agreement. Notwithstanding anything In the alternative, Crown may elect to use an independent party who has expertise in telecommunications equipment sales, for such a review. Such independent party shall not be an employee, former employee, contractor or affiliate of either company. The reviewer shall be required to sign a Non-Disclosure Agreement and shall be provided with the Sales Documents. Following a review of the Sales Documents, the reviewer shall provide Crown and Metawave with an assessment of whether any Sales Documents for the Products or Ancillary Products, contain terms that contravene Crown's preferential rights under this Agreement. In the event that the independent reviewer determines that the terms in the Sales Documents are more favorable or contravene the preferential terms of this Agreement, then Metawave shall pay all expenses associated with the independent review. In the event that the independent review does not determine that any Sales Document contravenes the preferential terms of this Agreement, then Crown shall pay all costs associated with the independent review. If this Agreement is completely or partially terminated, the records relating to the contrary work terminated shall be made available to Crown for two (2) years after such termination, subject to applicable law and Metawav's written corporate document retention policies. Crown shall be able to exercise its audit rights hereunder with respect to (i) Section 8.6 of this Agreement at any time and (ii) Crown's other preferential rights under this Agreement once in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13a given calendar year.

Audit. Not more than once per year, or at in any time a Party has a reasonable, good faith belief that Fiscal Year and upon reasonable advance notice to the other Party has materially breached party to this Agreement, Alexion or Procter & Xxxxxx, as the case may be (the "Requesting Party"), shall be entitled to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation nominate a reasonably acceptable representative or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is certified public accountants reasonably acceptable to the audited Party and subject other party to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, have access at reasonable times during regular normal business hours and upon reasonable prior notice (subject to signing a confidentiality agreement) to (a) Procter & Gamble's, its Affiliates' or sublicensees' records for Annual Contribution and Net Sales of Products (such audit of Procter & Gamble's sublicensee shall be initiated by Procter & Xxxxxx), as the case may be, as they relate to the relevant Products for the purpose of verifying Procter & Gamble's calculation of royalty payments due hereunder or (b) Alexion' s records for Alexion' s calculation of FTE costs, Alexion Product Cost and any other costs to be paid by Procter & Xxxxxx. Such accounting firm shall not disclose to the Requesting Party or to any third party any financial or other information relating to the business of the party whose records are being audited (the "Audited Party") except that which is necessary to inform the Requesting Party of the accuracy or inaccuracy of the Audited Party's calculation. Should such accounting firm discover information indicating, in a manner that complies its opinion, an inaccuracy in the calculation of the royalty payments or the Alexion expenses subject to payment by Procter & Xxxxxx, as the case may be, it shall so notify the parties in writing thereof (and shall set out its preliminary conclusions in reasonable detail). The Audited Party shall advise the Requesting Party in writing within ten business days of receiving such notice should the Audited Party disagree with the reasonable building determination of such representative or accounting firm. During the next 20 business days, such representative or accounting firm and security requirements the accountants of the audited Audited Party shall attempt to resolve the issue in dispute. Failing such agreement within such 20 day period, the accounting firm of the Requesting Party and the accountants of the Audited Party shall appoint another independent, nationally recognized accounting firm to conduct its Affiliatesown audit. The determination by such second accounting firm (the "Auditors") shall be final and binding on the parties. Any payments owed by the Audited Party shall be made within ten (10) days of the Audited Party's receipt of the Auditor's determination. In the absence of material discrepancies [*******] in any request for reimbursement or audit resulting from such examination or audit, the books, records and facilities of such audited Party and its Affiliates to accounting expense shall be paid by the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such examination or audit; provided that if such audit reveals a . If material breach of this Agreement or (discrepancies adverse to the extent with respect to this Agreement)Party requesting the examination or audit do result, the Umbrella Secrecy Agreement, the audited Audited Party shall pay all such costs. Upon conclusion of bear the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreementaccounting expenses. Notwithstanding anything to the contrary in this Sectionforegoing, neither Party shall audit the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13same records twice.

Audit. Not more than once per yearAt the request of the other Party, or at any time a each Party has a reasonable, good faith belief that shall permit an independent public accounting firm of nationally recognized standing designated by the other Party has materially breached this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party, at reasonable times during normal business hours and upon reasonable notice, to audit the books and records maintained pursuant to Section 7.13 (Financial Records) to ensure the accuracy of all financial reports and notices delivered and payments made hereunder. Such examinations may not (a) be conducted for any Calendar Year more than [***] after the end of such Calendar Year, (b) be conducted more than once in any Calendar Year or (c) be repeated for any audited period; except for cause. The accounting firm shall disclose to the auditing Party whether the reports are correct or not, and subject the details concerning any discrepancies sufficient for the auditing Party to written confidentiality obligations that are reasonably acceptable to understand any such discrepancies. Except as provided below, the cost of this audit shall be borne by the auditing Party, unless the audit reveals a variance of greater than [***] from the reported amounts for the inspected period, in which case the audited Party to audit, during regular business hours and in a manner that complies with shall bear the reasonable building and security requirements cost of the audited Party and its Affiliates, audit. If such audit concludes that (i) additional amounts were owed by the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the auditadditional undisputed amounts, with interest from the date originally due as provided in Section 7.12 (Interest on Late Payments), or (ii) excess payments were made by the audited Party, the Third auditing Party auditor shall, at its election, reimburse such undisputed excess payments or elect that such excess payments shall furnish be offset against future payments due to both Parties a report stating only its findings during the auditing Party under this Definitive LRRK2 Agreement, in either case ((i) or (ii)), within [***] after the date on which such audit is completed by the auditing Party. Any disputes with respect to the findings of such accounting firm may be referred by either Party to the dispute resolution procedure set forth in Section 14.6 (Dispute Resolution). The auditing Party will treat all financial information disclosed by its accounting firm pursuant to this Section 7.14 (Audit) as to whether or not Confidential Information of the audited Party is in compliance with for purposes of Article 10 (Confidentiality and Non-Disclosure) of this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall will cause its Affiliates that are Sublicensees accounting firm to comply with this Section 2.13do the same.

Audit. Not more than To the extent permitted by law, Client or Participating Group, but not both, may, once per yearannually for each line of business (commercial and Medicare), or at any time a Party has a reasonable, good faith belief that the audit other Party has materially breached this Agreement, or (Parties documents and records to the extent with respect they relate to the other Parties performance of its obligations under this Agreement) . Due to the Umbrella Secrecy Agreementextraordinary demands placed on staff during the annual renewal period of December and January, and provides written notice Parties may not initiate or conduct an audit during these months. The audited Party agrees to such other Party as well as detailed documentation or other evidence of such alleged breach, make its relevant records available upon thirty (30) days’ advance days prior written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party notice and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, at reasonable intervals during its regular business hours hours. Client or Participating Group, but not both for the same time period, may have access to any of ten (10) rebate agreements with Covered Manufacturers. Participating Groups that have 50,000 or more Members conducting their own audit ten (10) rebate agreements with Covered Manufacturers and Participating Groups with less than 50,000 Membes may have access to any of five (5) rebate agreements with Covered Manufacturers, to audit Rebate payments made to and Covered Manufacturers as outlined in a manner Section 7(d) below, to verify that complies with it has received the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates Rebates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect which Participating Group is due pursuant to this Agreement) . In addition, pursuant to an audit conducted in accordance with this Section, PBM will provide Client or Participating Group with supporting documentation to evidence the Umbrella Secrecy pharmacy reimbursement amounts for the purpose of Client or Participating Group verifying the pricing arrangements and Market Check under this Agreement. Any audit conducted under this Section 2.13 All expenses for such audits shall be at the expense of the requesting Party. Client and Participating Group acknowledges that they shall not interfere unreasonably with be entitled to audit: (i) documents, in whole or in part, that are indicated by the operations of such audited Party delivering party as proprietary or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audittrade secret; provided and (ii) documents, in whole or in part, that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party PBM provides third party documentation that it is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such findingbarred from disclosing by law. All information learned or obtained from such audit and records reviewed pursuant to this Section 7 shall be deemed considered Confidential Information for purposes of this Agreement. Notwithstanding anything For avoidance of doubt, Client and Participating Group have audit rights under this Section 7 that may be exercised individually. In no case shall PBM be subject to the contrary same audit by multiple Parties. This paragraph will in no way inhibit or prevent Client or Participating Group from satisfactorily auditing all financial aspects related to the Services provided in this SectionAgreement, including but not limited to, the audited Party may require that accuracy of the Third Party conducting pass- through of Rebates and/or the audit pursuant to this Section 2.13 be accompanied by pass- obligations, if specific documents or portions of documents are reasonably necessary for the audited Party’s (and in the case of an satisfactory audit of the Services, Administrator may not deem that information to be proprietary. If there is any disagreement between the Client or Participating Group and PBM regarding what is proprietary, the Client or Participating Group is required to engage another third party independent auditor, at its Affiliates or Sublicenseesown expense, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such to complete the audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13.

Audit. Not more than once per yearSkinMedica may audit (a) Xxxxx & Nephew’s manufacturing operations and books and records to ensure that Xxxxx & Nephew is employing adequate internal and administrative controls and procedures, and (b) any other records of Xxxxx & Nephew or at any time a Party has a reasonable, good faith belief that its Affiliates reasonably required to verify compliance with the other Party has materially breached terms of this Agreement, or (. During any access to the extent Facility in connection with any such audit, SkinMedica and its employees and independent auditors shall adhere to all of Xxxxx & Nephew’s security and confidentiality policies and abide by all applicable workplace rules of Xxxxx & Nephew. Xxxxx & Nephew may audit any records of SkinMedica or its Affiliates reasonably required to verify compliance with the terms of this Agreement. The party requesting the audit may use independent auditors, who may participate fully in such audit. If an audit is proposed with respect to this Agreement) information which the Umbrella Secrecy Agreementparty to be audited wishes not to disclose to the other party (“Restricted Information”), and provides then on the written notice demand of the party to be audited, the individuals conducting the audit with respect to Restricted Information will be limited to the independent auditors of the party requesting the audit. In such other Party as well as detailed documentation or other evidence event, the party to be audited shall pay the costs of the independent auditors conducting such audit, but only with respect to that portion of the audit relating to the Restricted Information. Such independent auditors shall enter into an agreement with the parties hereto, on terms that are agreeable to both parties hereto, under which such independent auditors shall agree to maintain the confidentiality of the information obtained during the course of such alleged breach, upon thirty (30) days’ advance written notice, audit and establishing what information such first Party may cause an independent Third Party auditor that is reasonably acceptable auditors will be permitted to disclose to report the results of any audit of Restricted Information to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to party requesting the audited Party to audit, . Any such audit shall be conducted during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall does not interfere unreasonably with the operations of other party’s operations. Each party may perform an audit one time in each twelve-month period during the Term; provided, that such audited Party or party may perform an additional audit at any of its Affiliates. The Party requesting time if the audit shall pay the costs of conducting such audit; provided that if such preceding audit reveals a material breach of this Agreement or (failure to conform to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes terms of this Agreement. Notwithstanding anything Each audit shall begin upon the date specified by the requesting party in a Notice to the contrary in this Section, other party a minimum of *** prior to the audited Party may require that the Third Party conducting commencement of the audit pursuant to this Section 2.13 and shall be accompanied by the audited Party’s (performed diligently and in the case good faith and shall be completed within a reasonable period of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13time.

Audit. Not more than once per yearDuring the period of the Development Program, or at any time a each Party has a reasonable, good faith belief that shall have the other Party has materially breached this Agreement, or (right to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is independent, certified public accounting firm (the “Auditor”) reasonably acceptable to the other Party to audit the other Party’s records relating to Development Costs to confirm the amount of the Development Costs reflected in the Quarterly Reports and Payment Reports contemplated by Section 3.11.4. The audited Party may require such Auditor to sign a confidentiality agreement in form and subject substance reasonably satisfactory to the Party being audited. Such audit right may be exercised during normal business hours upon reasonable prior written confidentiality obligations that are reasonably acceptable notice to the audited Party; provided that such audit right may be exercised no more than once in any [***] period and no more than once with regard to any given [***]. *** Confidential Treatment Requested ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 The Auditor will prepare a report of the results of the audit and promptly deliver a copy to each Party. The Parties may make inquiries of the Auditor to clarify the contents of the report and the Auditor’s response will be made to both Parties. As appropriate, prompt adjustments to payments made pursuant to Section 3.11.4 shall be made by the Parties to reflect the results of such audit. The Party to audit, during regular business hours and in a manner that complies with whom payment is owed will issue an invoice to the reasonable building and security requirements other Party. Such invoice will be paid within [***] of receipt. The auditing Party shall bear the full cost of such audit unless such audit discloses an over-reporting by the audited Party and its Affiliatesof more than [***] percent ([***] %) of the amount of Development Costs for a given calendar quarter, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreementin which case, the audited Party shall pay all such costs. Upon conclusion bear the full cost of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13.

Audit. Not more than once per yearCrown shall have the right to request to review, or and Metawave shall make available at its office during normal business hours, after reasonable advance request, any time a Party has a reasonableMetawave sales agreement for the Products and Ancillary Products and related books and records (collectively, good faith belief that the other Party has materially breached "Sales Documents") to confirm Metawave's compliance with Crown's preferential rights as set forth in this Agreement; provided, however, that Metawave can redact from the Sales Documents any information that may identify a customer or (that is not relevant to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion matter of the audit, provided that Metawave shall provide a brief list and description of the Third Party auditor sections and topics so redacted. To the extent there are any discrepancies between Crown's preferential rights under this Agreement and the provisions of other Sales Documents, the Parties shall furnish meet in an attempt to both Parties resolve such discrepancies. To the extent that such matters cannot be resolved within a report stating only its findings during such audit as reasonable period of time, Crown shall have the right to whether request an independent * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. review by a public accountancy firm not otherwise affiliated or not engaged by Crown (of Crown's selection) of the audited Party is in Sales Documents to verify Metawave's compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes terms of this Agreement. Notwithstanding anything In the alternative, Crown may elect to use an independent party who has expertise in telecommunications equipment sales, for such a review. Such independent party shall not be an employee, former employee, contractor or affiliate of either company. The reviewer shall be required to sign a Non-Disclosure Agreement and shall be provided with the Sales Documents. Following a review of the Sales Documents, the reviewer shall provide Crown and Metawave with an assessment of whether any Sales Documents for the Products or Ancillary Products, contain terms that contravene Crown's preferential rights under this Agreement. In the event that the independent reviewer determines that the terms in the Sales Documents are more favorable or contravene the preferential terms of this Agreement, then Metawave shall pay all expenses associated with the independent review. In the event that the independent review does not determine that any Sales Document contravenes the preferential terms of this Agreement, then Crown shall pay all costs associated with the independent review. If this Agreement is completely or partially terminated, the records relating to the contrary work terminated shall be made available to Crown for two (2) years after such termination, subject to applicable law and Metawave's written corporate document retention policies. Crown shall be able to exercise its audit rights hereunder with respect to (i) Section 8.6 of this Agreement at any time and (ii) Crown's other preferential rights under this Agreement once in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13a given calendar year.

Audit. Not In the event of a dispute regarding the Purchase Price or the royalty, the Parties shall attempt to resolve the discrepancy in good faith by providing such financial information as may be required, which information shall be Confidential Information. If the Parties are unable to resolve the dispute informally, each of the Parties shall have the right, at its own expense and at any reasonable time or times, to cause a third party independent auditor not engaged on a contingency basis and approved by the audited Party (not to be unreasonably withheld) to inspect and audit the books and records of the other Party solely to verify the Purchase Price or Royalty calculation for a period of two (2) years from and after the period in which such calculations were originally made. Any such audit (i) shall be conducted after reasonable prior notice, during [***] Confidential portions of the exhibit have been omitted and filed separately with the Securities and Exchange Commission. normal business hours and at the location(s) where such books and records are normally kept and (ii) may not be conducted more than once in any given twelve (12) month period. The auditor shall only report to the Parties the amount, if any, of any correction (each a “Correction Amount”) and shall not disclose to the Parties either the detailed or underlying information supporting such conclusion or any of such auditor’s work papers. If the correction in either the Purchase Price or Royalty exceeds three per yearcent (3%) of the payment previously made for the audited period, or at any time a then in addition to paying the correction amount, the Party has a reasonable, good faith belief that owing shall pay the other Party has materially breached this Agreementfor the full costs of the audit and interest on the correction amount at the rate of three per cent (3%) above The Wall Street Journal United States Prime Rate (“Rate”) as published in the Eastern edition for the date on which the audit result is sent to the Parties, or (if not a business day, then the next succeeding business day to such date. For example, if the Rate is 4% then the interest rate applicable hereunder would be 7%. Interest shall be due for the period from the date of the incorrect payment and until paid by the applicable Party. The results of the Audit shall be Confidential Information, shall be shared concurrently with the Parties, and shall be binding on the Parties. Any payment required pursuant to any such Audit or the operation of this Article 7 by one Party to the extent with respect to this Agreement) the Umbrella Secrecy Agreementother Party, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon shall be made within thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements days of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its AffiliatesParties’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion receipt of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Partyauditor’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13report.

Audit. Not more than once per yearAt the request of the other Party, or at any time a each Party has a reasonable, good faith belief that shall permit an independent public accounting firm of nationally recognized standing designated by the other Party has materially breached this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party, at reasonable times during normal business hours and upon reasonable notice, to audit the books and records maintained pursuant to Section 9.12.1 (Financial Records) to ensure the accuracy of all financial reports and notices delivered and payments made hereunder. Such examinations may not (a) be conducted for any Calendar Year more than [***] after the end of such Calendar Year, (b) be conducted more than [***] or (c) be repeated for any audited period; except for cause. The accounting firm shall disclose to the auditing Party whether the reports are correct or not, and subject the details concerning any discrepancies sufficient for the auditing Party to written confidentiality obligations that are reasonably acceptable to understand any such discrepancies. Except as provided below, the cost of this audit shall be borne by the auditing Party, unless the audit reveals a variance of greater than [***] from the reported amounts for the inspected period, in which case the audited Party to audit, during regular business hours and in a manner that complies with shall bear the reasonable building and security requirements cost of the audited Party and its Affiliates, audit. If such audit concludes that (i) additional amounts were owed by the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the auditadditional undisputed amounts, with interest from the date originally due as provided in Section 9.7 (Interest on Late Payments), or (ii) excess payments were made by the audited Party, the Third auditing Party auditor shall, at its election, reimburse such undisputed excess payments or elect that such excess payments shall furnish be offset against future payments due to both Parties a report stating only its findings during the auditing Party under this Agreement, in either case ((i) or (ii)), within [***] after the date on which such audit is completed by the auditing Party. Any disputes with respect to the findings of such accounting firm may be referred by either Party to the dispute resolution procedure set forth in Section 15.6 (Dispute Resolution). The auditing Party will treat all financial information disclosed by its accounting firm pursuant to this Section 9.12.2 (Audit) as to whether or not Confidential Information of the audited Party is in compliance with for purposes of Article 11 (Confidentiality) of this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall will cause its Affiliates that are Sublicensees accounting firm to comply with this Section 2.13do the same.

Audit. Not more than once per yearAt the request of the other Party, or at any time a each Party has a reasonable, good faith belief that shall permit an independent public accounting firm of nationally recognized standing designated by the other Party has materially breached this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party, at reasonable times during normal business hours and upon reasonable notice, to audit the books and records maintained pursuant to Section ‎7.13 (Financial Records) to ensure the accuracy of all reports and payments made hereunder, provided that such rights with respect to records pertaining to Additional CNS Development Costs for an Additional CNS Development Activity shall not be exercised until after an Additional CNS Development Opt-In Notice is provided with respect to such Additional CNS Development Activity. Such examinations may not (a) be conducted for any Calendar Quarter more than [***] after the end of such quarter, (b) be conducted more than once in any [***] period (unless a previous audit during such [***] period revealed an underpayment with respect to such period) or (c) be repeated for any Calendar Quarter; except in each case, for cause. The accounting firm shall disclose to the auditing Party whether the reports are correct or not, and subject the details concerning any discrepancies sufficient for the auditing Party to written confidentiality obligations that are reasonably acceptable to understand any such discrepancies. Absent manifest error by such independent accounting firm, the determination of such independent accounting firm shall be binding on the Parties. Except as provided below, the cost of this audit shall be borne by the auditing Party, unless the audit reveals a variance of greater than [***] from the reported amounts for the inspected period, in which case the audited Party to audit, during regular business hours and in a manner that complies with shall bear the reasonable building and security requirements cost of the audited Party and its Affiliates, audit. If such audit concludes that (i) additional amounts were owed by the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the auditadditional amounts, with interest from the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit date originally due as to whether provided in Section ‎7.12 (Interest on Late Payments), or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied (ii) excess payments were made by the audited Party’s , the auditing Party shall, at its election, reimburse such excess payments or elect that such excess payments shall be offset against future payments due to the auditing Party under this Agreement, in either case (and in (i) or (ii)), within [***] after the case of an date on which such audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13is completed by the auditing Party.

Audit. Not more than once per yearA party shall have the right, or at any time a Party has a reasonableits own expense, good faith belief that upon reasonable notice and at reasonable times, to examine, audit, and to obtain copies of the relevant portion of the books and records of the other Party has materially breached this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates party to the extent reasonably necessary to determine such audited Party’s verify the accuracy of any statement, allocation, charge, payment, or computation made under this Agreement, provided, however, that no more than one audit may be performed in any twelve month period. The Parties reserve the right to perform site inspections or carry out field visits of the assets and its Affiliates’ compliance with this Agreement or (related measurement being audited. This right to the extent examine and audit shall not be available with respect to proprietary information not directly relevant to this Agreement) . For the Umbrella Secrecy avoidance of doubt, the components of Plains’ truck rates are proprietary and shall not be subject to audit. All information that an auditor acquires shall be kept strictly confidential between the parties to this Agreement. Any audit conducted under this Section 2.13 An auditor may be required to enter into a confidentiality agreement if it is deemed necessary by the party being audited. The accuracy of any statement, allocation, charge, payment calculation or determination made pursuant to the provisions of the Agreement shall be conclusively presumed to be correct after the twenty-four (24) Month period next following the end of the Year in which the statement, allocation, charge, payment calculation or determination was generated or prepared, if not interfere unreasonably with challenged (claimed) in writing prior thereto. For the operations avoidance of such audited Party doubt, all claims shall be deemed waived unless they are made in writing within the twenty-four (24) Month period next following the end of the Year in which the statement, allocation, charge, payment calculation or any of its Affiliatesdetermination was generated or prepared. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (subject to the extent with respect Audit shall respond to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costsexceptions and claims of discrepancies within ninety (90) Days of receipt thereof. Upon conclusion of the audit, the Third Party auditor shall furnish The parties will negotiate in good faith to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, verify and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit promptly settle claims pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case clause upon receipt of an audit auditable documentation substantiating proof of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13claim.

Audit. Not During the Term and for a period of three (3) years thereafter (the “Audit Period”), Emulex and its Affiliates shall keep full, complete, clear and accurate accounting, sales and other books and records pertaining to the subject matter of the Reports (“Records”). During the Audit Period, during normal business hours, Broadcom shall have the right (at its own expense) to have a nationally recognized accounting firm, working in conjunction with an independent third party technical advisor agreeable to Emulex, such agreement not to be unreasonably withheld (collectively, the “Auditor”) inspect and audit, and Emulex shall provide access to the Auditor, the Records for the purpose of verifying Emulex’s compliance with the terms and conditions of Section 4.5, including without limitation verification of the completeness and accuracy of Reports relating to sales of Licensed [**] (such inspection and audit, the “Audit”). Audits may be conducted no more than once [**] per yearFiscal Year, provided that if an Audit reveals a material inaccuracy with respect to any calendar quarter, Audits may thereafter be Confidential portions of this Exhibit marked as [**] have been omitted pursuant to a request for confidentiality and filed separately with the Securities and Exchange Commission. conducted [**] per Fiscal Year during the next [**] Fiscal Years. Audits shall be limited to [**] Each Audit shall in no case cover more than [**] prior years. The Auditor shall enter into a confidentiality agreement with Emulex in a form based on the form of confidentiality agreement set forth in Exhibit C hereto, subject to any modifications reasonably agreed upon between the Auditor and Emulex. The Auditor may inform Broadcom of the accuracy or inaccuracy of the Reports (and reasonable detail as to any inaccuracy). Broadcom shall not, and shall require the Auditor not to, disclose the results of the Audit to any third party other than (a) to Broadcom’s attorneys, auditors and accountants on a need-to-know basis under circumstances that reasonably ensure the confidentiality thereof, (b) as may be required by applicable law, regulation, or at any time a Party has a reasonable, good faith belief that the other Party has materially breached this Agreementgovernmental authority, or (c) under seal to the extent a court of competent jurisdiction with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written prior notice to Emulex sufficient to allow Emulex an opportunity to object or seek to limit such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is disclosure. Emulex shall reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies cooperate with the reasonable building Audit; provided, however, that any such inspection and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates audit will be conducted with at least fourteen (14) calendar days prior notice. Emulex agrees that Broadcom shall be entitled to the extent reasonably necessary specific performance to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under enforce this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.134.7.

Audit. Not more than once per year, Each party will maintain complete and accurate accounting records during the term of this Agreement and for 12 months following conclusion or at expiration of all post-agreement payment obligations of the parties in a consistent form to substantiate the direct monetary payments and reporting obligations of one party to any time a Party has a reasonable, good faith belief that the other Party has materially breached party under this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach. Each party may, upon thirty (30) days’ advance reasonable advanced written notice, conduct during the other party's regular business hours, and in accordance with applicable law and reasonable security requirements, audits of such first Party direct monetary payment and reporting obligation accounts and records, in accordance with the following guidelines and restriction: (a) the audit may cause be conducted by members of the internal audit department who are employees of the auditing party or by an independent Third Party auditor, provided that the auditor that is reasonably has signed a confidentiality agreement acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to party, (b) the audited Party to audit, during regular business hours and in a manner that complies with party may require audit on the reasonable building and security requirements premises of the audited Party and its Affiliatesparty, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreementc) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with audited party will have the operations of such audited Party right to have an employee or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives representative present at all times during the audit, (d) the auditing party will not have direct unrestricted access to the audited party's computer database without the consent of the audited party, and will be entitled to review only those specific records of the audited party directly related to the monetary obligations of the audited part hereunder or the applicable Addendum, specifically limited to customer activations, deactivations, customer billing records, and any other records directly related to the monetary obligations of such party hereunder; and (e) the auditing party's audit of activation, deactivation and Customer billing records will be limited to a reasonable random sampling audit of these records. Subject to the restrictions set forth above, the audited party shall cooperate fully with the auditing party. All reasonable fees and costs incurred (including a reasonable charge for the services of any employee of the audited party directly involved in the audit) by either party in connection with such audits shall be paid by the auditing party. The audited party will have the right to have the results of any such audit reviewed by the audited party's internal auditing staff or by the audited party's independent accountants who then audit the financial statements of the audited party ("Independent Auditors"). The cost of such internal or Independent Auditors review shall be borne by the audited party. The audited party shall use its commercially reasonable efforts to immediately correct any deficiencies related to performance uncovered by such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13.

Audit. Not more than once per yearReceiving Party shall be responsible for maintaining auditable records to demonstrate that all requirements of this Exhibit are met. Within ninety (90) days after any Data Protection Incident, Receiving Party shall engage an accredited certification body to audit Receiving Party’s compliance with ISO 27002 (the “ISO Audit”) and, unless such Data Protection Incident was merely a suspected (and not actual) breach or at any time a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, violation as described in Section 3.d.i(A) or (D) above, shall conduct an additional ISO Audit twelve (12) calendar months thereafter. Promptly upon completion of the ISO Audits, Receiving Party shall provide DIRECTV with a summary of the relevant portions of the ISO Audits relating to Receiving Party’s compliance with ISO 27002. In addition, Receiving Party shall make available to DIRECTV on request such information as DIRECTV may reasonably require to better understand the extent type and nature of the specific Uses of Personal Data carried out by Receiving Party. Receiving Party shall authorize the Information Officer to respond to DIRECTV’s inquiries in this regard. DIRECTV may, at reasonable intervals during the term of the Permitted Use and at such time and place as is mutually agreeable, meet with the Information Officer to seek clarification of the implementation and maintenance of the Security Program, the Identity Theft Prevention Program and the Minimum Data Protection Standards and any security, audit and control procedures being taken specifically with respect to this AgreementPersonal Data. Promptly (but in no event later than one business day) upon the Umbrella Secrecy Agreement, occurrence of a Data Protection Incident and provides otherwise upon at least five (5) business days’ prior written notice at least once each calendar year, Receiving Party shall accord to such other Party as well as detailed documentation any independent security expert or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is selected by DIRECTV and reasonably acceptable to Receiving Party reasonable access to all facilities, systems and records in the audited Party and subject to written confidentiality obligations that are reasonably acceptable to possession or under the audited control of Receiving Party to audit, during regular business hours investigate and in a manner that complies examine Receiving Party’s Use of Personal Data and compliance by Receiving Party with the reasonable building and security requirements of the audited Party and its AffiliatesSecurity Program, the booksIdentity Theft Prevention Program and the Minimum Data Protection Standards as they relate to Personal Data; provided, records and facilities of such audited Party and its Affiliates to that any independent third party selected by DIRECTV that is qualified as a Certified Information System Security Professional or as a Certified Information Systems Auditor, or holds a Global Information Assurance Certification from the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or SANS (to the extent with respect to this AgreementSysAdmin, Audit, Network, Security) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement)Institute, the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information acceptable to Receiving Party unless such third party is, or performs services for, any Receiving Party competitor. In the event Receiving Party maintains shared facilities and systems for purposes multiple customers or clients, such expert or auditor shall report to DIRECTV only the results of this Agreement. Notwithstanding anything such investigation and examination pertaining to Use of Personal Data and compliance by Receiving Party with the contrary in this SectionSecurity Program, the audited Party Identity Theft Prevention Program and the Minimum Data Protection Standards as they relate to Personal Data, and not any non-public information pertaining solely to any other customer or client of Receiving Party. Unless the exigency of the circumstances otherwise dictate, access to such expert or auditor may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited granted at Receiving Party’s (and in the case discretion during non-peak or non-business hours to minimize disruption of an audit Receiving Party’s normal operation of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13business.

Audit. Not more than once per yearIf a Regulatory Authority desires to conduct an inspection or audit of a Party’s facility or a facility under contract with such Party with regard to the Vaccine, in the case of Takeda or Novavax, or at any time a the Adjuvant or an Adjuvant Component, in the case of the Novavax, then the audited Party has a reasonable, good faith belief that shall notify the other Party has materially breached this Agreement, as soon as practicably possible after receipt of such notification of such audit or (inspection and provide copies of any materials provided to it by the applicable Regulatory Authority to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor permitted by Applicable Law; provided that is reasonably acceptable to the audited Party and subject shall not be required to written confidentiality obligations notify the other Party of audits or inspections that are reasonably acceptable of a routine nature or that do not relate to the Vaccine, the Adjuvant or any Adjuvant Component, except where such audits result in communications or actions of such Regulatory Authority which have an impact upon the Exploitation of Vaccine or use of the Adjuvant or an Adjuvant Component in the Vaccine in the Takeda Territory or the Novavax Territory. In addition, if a Regulatory Authority conducts an unannounced inspection or audit of a Party’s facility or a facility under contract with such Party with regard to the Vaccine, the Adjuvant or an Adjuvant Component in the such Party’s Territory, then the audited Party to auditshall notify the other Party within [***] of becoming aware of the commencement of such audit or inspection, during regular business hours and in a manner provided that complies with the reasonable building and security requirements of the audited Party and its Affiliates, shall be required to so notify the books, records and facilities other Party of such audited Party and its Affiliates to the extent reasonably necessary to determine audits or inspections only if such audited Party’s and its Affiliates’ compliance with this Agreement audits result in communications or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations actions of such audited Party Regulatory Authority which have an impact upon the Exploitation of Vaccine or any use of its Affiliatesthe Adjuvant or an Adjuvant Component in the Vaccine in the Takeda Territory or the Novavax Territory. The Party requesting Following receipt of the inspection or audit shall pay the costs observations of conducting such audit; provided that if such audit reveals Regulatory Authority (a material breach copy of this Agreement or which (to the extent with respect to this Agreementappropriate redactions), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to promptly provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Sectionother Party to the extent permitted by Applicable Law), the audited Party may require that shall also provide the Third other Party conducting with copies of any written communications (with appropriate redactions) received from Regulatory Authorities with respect to such facilities in a timely manner after receipt, to the audit pursuant extent such written communications relate to this Section 2.13 be accompanied the Exploitation of the Vaccine in the Takeda Territory or Novavax Territory, the Adjuvant, an Adjuvant Component or the Manufacture of the Vaccine, Adjuvant or Adjuvant Component and such disclosure is permitted by Applicable Law, and shall prepare the response to any such observations. To the extent permitted by Applicable Law, the audited Party shall provide the other Party with a copy(ies) of any (i) proposed and final responses (with appropriate redactions) to such communications and shall consider in good faith such other Party’s (and reasonable comments with respect to such proposed response in the case of an audit of a facility which Manufactures Clinical Trials Materials or Adjuvant Component provided to Takeda under this Agreement or (ii) any final response in all other cases described in this Section 6.8. The audited Party agrees to conform its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during activities under this Agreement to any commitments made in such audita response. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with the purposes of this Section 2.136.8, “appropriate redactions” means only redacting information solely related to the Adjuvant and/or contract manufacturer(s) who are not supplying any Adjuvant Component to Takeda hereunder.

Audit. Not 12.1. Customer may, at its sole expense, perform a confidential “desk” or onsite audit (collectively “Customer Audit”) of Netskope’s compliance with this DPA specifically related to the Services under the Agreement. Any Customer Audit shall be conducted not more than once per year. Any onsite audit shall be conducted during Netskope’s regular business hours on a mutually agreed upon date, or at any time a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon no earlier than thirty (30) days’ advance calendar days after Netskope’s receipt of Customer’s written noticerequest for an audit. The audit shall be limited to security systems as they pertain to the Services and shall not exceed a cumulative eight (8) hours at Netskope’s facilities unless agreed in writing prior to any visit. If the audit exceeds the eight (8) hour period, Customer shall be responsible for payment of professional services fees to Netskope at the current hourly rate for professional services. Where Customer elects to have third party perform an audit on Customer’s behalf, such first Party may cause an independent Third Party auditor that is reasonably acceptable to third party shall (i) not be a direct or indirect competitor of Netskope, and (ii) execute a confidentiality and non-disclosure agreement as approved by and for the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements benefit of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costsNetskope. Upon conclusion completion of the audit, Customer shall promptly provide Netskope a summary of any findings from each report prepared in connection with the Third Party auditor audit and the Parties shall furnish discuss the results, including any suggested remediation. If the audit results find Netskope is not in substantial compliance with the requirements of this DPA, then Customer shall be entitled, at Netskope’s expense, to both Parties a report stating only its findings during perform up to one (1) additional such audit as to whether or not in that year in accordance with the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary procedure set forth in this Section, . Netskope agrees to work with Customer to identify reasonable remediation actions and to promptly take action at Netskope’s expense to address those matters or items upon which the audited Party may Parties mutually agree require that the Third Party conducting the correction. The audit pursuant to processes set forth in this Section 2.13 are commercial in nature and shall not be accompanied by the audited Party’s (and deemed to restrict any audit rights provided in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13Standard Contractual Clauses.

Audit. Not more than During the Term of the Agreement, on an annual basis, Descartes will conduct, at no charge to Customer, an SSAE SOC 2, Type I audit of controls relating to the network operations of Descartes through which Personal Information is processed by Descartes under an Agreement. The results of that audit (“Audit Report”) is considered the confidential information of Descartes, and will be provided by Descartes to Customer on request only. The audit will be performed by an independent qualified third party auditor (or similarly qualified person). If a deficiency is identified as result of such audit, Descartes will remediate, as Descartes deems reasonable given the circumstances, within an agreed to and reasonable timeframe. All costs of remediation will be the responsibility of Descartes. In the event Customer wishes to audit Descartes’ compliance with this DPA, an independent third party auditor mutually agreed to by the parties (the “Auditor”) may, on behalf of Customer and at the expense of Customer, audit Descartes’ compliance with the terms of this DPA up to once per year, or at any time a Party has a reasonable, good faith belief . The Auditor may perform more frequent audits of the data center facility that the other Party has materially breached this Agreement, or (Processes Personal Information to the extent with respect required by laws applicable to this Agreement) Customer. Prior to the Umbrella Secrecy Agreementcommencement of any audit, the Auditor must execute a written confidentiality agreement acceptable to Descartes. To request an audit, Customer must submit a detailed audit plan to Descartes at least four weeks in advance of the proposed audit date, unless a shorter period is required under Data Protection Regulations. The audit plan must describe the proposed scope, duration, and provides written notice to such other Party as well as detailed documentation start date of the audit. Descartes will review the audit plan and provide Customer with any concerns or questions (for example, any request for information that could compromise Descartes’ security, privacy, employment or other evidence relevant policies). Descartes will work cooperatively with Customer to agree on a final audit plan. If the requested audit scope is addressed in an existing Audit Report that was prepared for Descartes within the prior twelve (12) months and Descartes confirms there are no known material changes in the controls audited, Customer agrees, unless restricted by law or other regulatory requirements, to accept those findings in lieu of such alleged breachrequesting an audit of the controls already covered by the report, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, unless prohibited by Data Protection Regulations from doing so. The audit must be conducted during regular business hours at the applicable facility, subject to Descartes’ policies, and may not unreasonably interfere with Descartes’ business activities. Customer will provide Descartes any audit reports generated in a manner connection with any audit under this section, unless prohibited by law. The parties agree that complies the audit report shall be treated as if it was the confidential information of the other parties and be subject to the same protections and obligations as is set out under the Agreement, except that neither party can compel the other to delete, destroy, or return the report. Descartes may use the audit reports only for the purpose of assessing or analyzing the contents of the reports, verifying the conclusions reached in the report, and making changes, modifications, or adjustments to Descartes overall data protection or data security practices. Customer may use the audit reports only for the purpose of confirming compliance with the reasonable building and security requirements of this DPA. The audit reports are Confidential Information of the audited Party and its Affiliates, parties under the books, records and facilities terms of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audits requested by Customer are at the Customer's expense. Any request for Descartes to provide assistance with an audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that is considered a separate service if such audit reveals a material breach assistance requires the use of this Agreement resources different from, or (in addition to, those required for the provision services under the Agreement. Descartes will seek the Customer's written approval and agreement to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during any related fees before performing such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13assistance.

Audit. Not more than once per yearDuring the Term of this Agreement and for a period of [***] thereafter, at the request of Mabwell, Disc (a) shall permit Mabwell or at any time a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is designated by Mabwell and reasonably acceptable to Disc, at reasonable times and upon reasonable notice, to audit the audited Party books and subject records maintained by Disc or its Affiliates pursuant to written confidentiality obligations that are Section 2.4 and Section 6.8, solely to ensure Disc’s and its Affiliate’s compliance with this Agreement and the accuracy of all reports and payments made hereunder; and (b) shall cause its Sublicensees with active sublicense agreements (and for [***] thereafter) to permit an independent auditor designated by Mabwell and reasonably acceptable to Disc and such Sublicensee, at reasonable times and upon reasonable notice, to audit the audited Party books and record maintained by such Sublicensees pursuant to auditSection 2.4 and Section 6.8, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of solely to ensure such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its AffiliatesSublicensees’ compliance with this Agreement or (to and the extent with respect to this Agreement) the Umbrella Secrecy Agreementaccuracy of all reports and payments made hereunder. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes conducted during regular business hours in a reasonable manner and shall be limited to books and records up to [***] prior to audit notification, provided that in no event shall such audit extend to books and records relating to any period after the Term. Such audit shall not be performed more frequently than [***] nor more frequently than once with respect to records covering any specific period of time. The auditors shall only state factual findings in the audit reports and shall not interpret this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the The final audit pursuant to this Section 2.13 report shall be accompanied by the audited Party’s shared with Disc (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectivelyas applicable) representatives at all times during the same time it is shared with Mabwell. As between Mabwell and Disc, the cost of any such audit (and the costs of the Auditor, if any) shall be borne by Mabwell, unless the audit reveals or the Auditor determines, with respect to a period, a variance of more than [***] from the reported amounts for such period, in which case Disc shall bear the cost of the audit and Auditor, if any (including any dispute with respect thereto, pursuant to Section 6.10). If such audit concludes (or, if the Parties dispute the result of such audit. For clarity, Licensee the Audit Dispute Auditor concludes) that (x) additional amounts were owed by Disc, Disc shall cause its Affiliates pay the additional amounts within [***] after the date on which such final audit report (or the decision of the Audit Dispute Auditor) is received by Disc, with interest from the date originally due as provided in Section 6.7, or (y) excess payments were made by Disc, Disc may credit such excess payment against any future payment due to Mabwell under this Agreement; provided, however, that where no such future payments are Sublicensees due to comply with this Section 2.13Mabwell, Mabwell shall promptly reimburse Disc for any such amounts.

Audit. Not more than once per yearAt the request of a Party, or at any time a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreementshall, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breachshall cause its Affiliates to, upon thirty (30) days’ advance written notice, such first Party may cause permit an independent Third auditor designated by auditing Party auditor that is and reasonably acceptable to the audited Party Party, at reasonable times and upon reasonable notice, to audit the books and records maintained pursuant to Section 5.12 to ensure the accuracy of all reports and payments made hereunder; provided, however, that such audit right may be exercised no more than once in any Calendar Year; provided, that once the reports and payments for any particular period have been audited hereunder, such reports and payments shall not be the subject of any future audit absent fraud; provided, further, that the reports and payments made in any particular Calendar Year shall be subject to written confidentiality obligations that are reasonably acceptable to audit only until the audited Party to auditend of the third Calendar Year following the Calendar Year in which such reports or payments were made. Except as provided below, during regular business hours and the cost of this audit shall be borne by the auditing Party, unless the audit reveals a discrepancy in a manner that complies with the reasonable building and security requirements favor of the audited Party and its Affiliatesof more than five percent (5%) from the reported amounts for the audited Party, in which case the books, records and facilities of such audited Party and its Affiliates shall bear the cost of the audit. Unless disputed pursuant to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that 5.13.2, if such audit reveals a material breach of this Agreement or concludes that (to x) additional amounts were owed by the extent with respect to this Agreement), the Umbrella Secrecy Agreementaudited Party, the audited Party shall pay all the additional amounts, with interest from the date originally due as provided in Section 5.9, or (y) excess payments were made by audited Party, the auditing Party shall reimburse such costsexcess payments, in either case ((x) or (y)), within sixty (60) days after the date on which such audit is completed by the auditing Party. The audited Party may require the accounting firm to sign a customary non-disclosure agreement before providing the EAST\151813552.1 Confidential Treatment has been granted for portions of this exhibit. The copy filed herewith omits certain information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. accounting firm access to the audited Party’s facilities or records. Upon conclusion completion of the audit, the Third Party auditor accounting firm shall furnish to provide both Parties a written report stating only its findings during such audit as to disclosing whether or not the reports submitted by the audited Party is are correct or incorrect, whether the calculations set forth in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, reports submitted by the audited Party may require that are correct or incorrect, and, in each case, the Third Party conducting specific details concerning any discrepancies. No other information shall be provided to the audit pursuant to this Section 2.13 be accompanied by the audited auditing Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13.

Audit. Not more than once In accordance with the Personal Data Regulations, the Sub-contractor accepts the realization of an audit per calendar year, unless expressly requested by a Supervisory Authority, an independent third party auditor, and subject to a notice period notified by registered letter with acknowledgment of receipt at least one month prior to the envisaged date for the audit, to verify the respect of the Personal Data Regulations by the Sub-contractor, under the conditions provided herein. In this regard, the Sub-contractor shall undertake to assist the independent third party auditor by sending, upon the latter’s written request, within due time periods, with regard to the relevant request, the certifications and/or the most recent summary audit reports that the Sub-contractor has regularly had carried out to verify the effectiveness of the technical and organizational measures. The Sub-contractor shall cooperate with the independent third party auditor by providing the latter with the complementary information required to ensure the Data Controller’s respect of his obligations with regard to audits or to respond to a request by the Personal Data protection Supervisory Authority. In the context of the realization of these audits by the third party independent auditor, the Sub-contractor shall undertake to assist and respond to the latter’s reasonable requests and request the same assistance and response from Subsequent Sub-contractors. These audits, requested by the Data Controller shall be integrally carried out at the Data Controller’s expense- Each party shall assume the internal costs that may be incurred by a Party in connection with such audit; The independent third party auditor shall not carry out a competitor activity to that of the Sub-contractor and/or have direct or indirect financial relations with a company exercising a competitor activity to that of the Sub-contractor. The Data Controller shall ensure the sincerity and independence of the persons mandated to realize the audit operations. These persons shall be obliged by a confidentiality commitment at least as stringent as the commitment provided herein and concerning all the elements audited, and the subsequent audit report, and more generally, the most absolute confidentiality for the elements which he may have been informed in the context of these audit operations. It is expressly agreed that the following shall be excluded from the audit: any data, in particular financial or personal data which does not concern the Data Controller, any information, the disclosure of which could affect the security of the Sub-contractor’s systems and/or data (in particular, in the event of the risk for the confidentiality of the information) or other of the Sub-contractor’s Data Controllers, or the I.T. source code programs used in the context of the provision of the Services. The duration of the audit shall not exceed three (3) business days. It should be carried out during the Sub-contractor’s business hours and shall be conducted in order not to affect the realization of the Services or any other activity carried out by the Sub-contractor. The Sub-contractor may suspend these audit operations at any time a Party has a reasonable, good faith belief if the realization of the Services or any other of the Sub-contractor’s activity requires that the resources and/or means used for the audit be mobilized for other Party has materially breached this Agreementpurposes. The person in charge of the audit operations shall not take any copies of any documents, files, data or information, in full or in part, or take photos, digitalize, or take sound recordings, videos or I.T. screen shots. The person carrying out the audit may also not request that all or part of these elements be provided or sent. The Sub-contractor may organize a display of sensitive documents in a secured room (black room). Any person in charge of the audit operations shall only be accepted on the Sub-contractor’s site or that of Subsequent Sub-contractors after declaration of his identity by the Data Controller at the time of the notification of this audit in the periods recalled above. A copy of the audit report shall be issued by the third party auditor mandated simultaneously to the extent with respect Data Controller and Sub-contractor, who shall meet within a period of fifteen business days in order to this Agreement) study the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor diligence that is reasonably acceptable to should be carried out following the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach realization of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13.

Audit. Not more than once per year, or at any time a Party has a reasonable, good faith belief that Allegiance may audit Xxxxxx'x books and records and Baxter may audit Allegiance's books and records for the other Party has materially breached purpose of determining compliance with the terms of this Agreement. The party requesting the audit may use independent auditors, or (to who may participate fully in such audit. In the extent event that an audit is proposed with respect to this Agreement) information which the Umbrella Secrecy Agreementparty to be audited wishes not to disclose to the other party ("Restricted Information"), and provides then on the written notice demand of the party to be audited the individuals conducting the audit with respect to Restricted Information will be limited to the independent auditors of the party requesting the audit. In such other Party as well as detailed documentation or other evidence event, the party to be audited shall pay the costs of the independent auditors conducting such audit, but only with respect to that portion of the audit relating to the Restricted Information. Such independent auditors shall enter into an agreement with the parties hereto, on terms that are agreeable to both parties hereto, under which such independent auditors shall agree to maintain the confidentiality of the information obtained during the course of such alleged breach, upon thirty (30) days’ advance written notice, audit and establishing what information such first Party may cause an independent Third Party auditor that is reasonably acceptable auditors will be permitted to disclose to report the results of any audit of Restricted Information to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to party requesting the audited Party to audit, . Any such audit shall be conducted during regular business hours and hours, in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall does not interfere unreasonably with the operations of such audited Party or the party being audited. Such audits shall be conducted not more than once in any of its Affiliatesone year period CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2 PROMULGATED THEREUNDER. The Party requesting OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS. unless the next preceding audit shall pay the costs of conducting such audit; provided that if such audit reveals disclosed a material breach failure to conform to the terms of this Agreement or (Agreement. Subject to the extent with respect to this Agreement)foregoing limitations, the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from any such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything conducted when requested by Notice given not less than 30 days prior to the contrary in this Section, commencement of the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13.

Audit. Not more than once per yearIn order to verify compliance with the terms of this ----- Agreement and the use of Software Products by Company and its Customers and Sublicensees, or at any time a Party has a reasonableduring the Term and for two (2) years thereafter, good faith belief that the other Party has materially breached this AgreementMicrosoft may audit Company's relevant books and records and/or inspect Company's facilities, or (to the extent with respect to this Agreementdata center(s) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, procedures. Any audit and/or inspection shall be conducted during regular business hours at Company's facilities, with at least five (5) days prior notice, and in such a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates as not to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of the Company. At Microsoft's sole discretion, an audit may be conducted by an independent certified public accountant selected by Microsoft (other than on a contingent fee basis). If Microsoft so chooses, it will enter into a non-disclosure agreement with the independent public accountant performing the audit that will obligate such audited Party or independent public accountant to hold in confidence any of its Affiliates. The Party requesting Company's confidential information, including any unrelated financial, business and technical information observed in the course of the audit, Company agrees to provide Microsoft's designated audit or inspection team access to the relevant Company records and facilities, If any material unlicensed use of Software Products is disclosed during an audit, Company shall promptly acquire sufficient Licenses to cover all unlicensed use disclosed by any such audit; and Company shall pay to Microsoft an amount equal to: (i) the costs of reasonable expenses incurred in conducting such audit; provided plus (ii) an additional License fee of fifteen percent (15%) of the price stated in the then current Price List for each of the required Licenses. If an audit discloses any material unlicensed use of a Software Product by a Customer, it shall be presumed that if such audit reveals a material breach unlicensed use began upon commencement of such Customer's relationship with Company, unless Company's records reasonably demonstrate that such unlicensed use was limited in scope and duration. For purposes of this Agreement or (to the extent Section 6(b), "material unlicensed use of Software Products" shall exist if, upon audit, it is determined that, with respect to this Agreement), any Software Product the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion Company has Licenses for fewer than ninety-five percent (95%) of the access rights provided to Customers that are disclosed by the audit, . Microsoft shall use the Third Party auditor shall furnish to both Parties a report stating only its findings during such information obtained or observed in the audit as to solely for the purposes of (x) determining whether or not the audited Party Company has been obtaining sufficient Licenses for the Software Products it is in compliance 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 Customer information to Microsoft. Microsoft will hold all such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13confidence.

Audit. Not At the request of AstraZeneca, Licensee shall and shall cause its Affiliates and its and their Sublicensees to, permit an independent auditor designated by AstraZeneca and reasonably acceptable to Licensee and after executing a confidentiality agreement that is no less onerous than what is set forth in this Agreement, at reasonable times and upon reasonable notice (but not more than once per yearFiscal Year), to audit the books and records maintained pursuant to Section 4.8 (Financial Records) to ensure the accuracy of all reports and payments made hereunder within the [***] period preceding the date of the request for review. No Fiscal Year will be subject to audit under this Section 4.9 (Audit) more than once. The independent certified public accounting firm shall disclose to AstraZeneca only whether the audited reports are correct or at incorrect and the specific details concerning any time a Party has a reasonablediscrepancies. No other information shall be provided to AstraZeneca. Except as provided below, good faith belief that the other Party has materially breached cost of this Agreementaudit shall be borne by AstraZeneca, or (to unless the extent audit reveals, with respect to this Agreement) a period, a variance of more than [***] from the Umbrella Secrecy Agreement, and provides written notice to reported amounts for such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable period to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to detriment of AstraZeneca, in which case Licensee shall bear the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements cost of the audited Party and its Affiliatesaudit. Unless disputed pursuant to Section 4.10 (Audit Dispute) below, the booksif such audit concludes that (i) additional amounts were owed by Licensee, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit Licensee shall pay the costs of conducting additional amounts, with interest from the date originally due as provided in Section 4.7 (Interest on Late Payments) or (ii) excess payments were made by Licensee, AstraZeneca shall reimburse such audit; provided that if excess payments, in either case ((i) or (ii)), within [***] after the date on which such audit reveals a material breach of this Agreement or is completed by AstraZeneca. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costsI) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13IF PUBLICLY DISCLOSED.

Audit. Not more than once per yearAt the request of the other Party, or at any from time a to time, the Commercial Party has a reasonable, good faith belief that shall permit the other Party has materially breached internal accounting personnel or representatives and agents of an independent, certified public accounting firm appointed by the other Party, upon reasonable notice and at mutually agreed times, but not more often than once a year, to audit and examine such books and records of the Commercial Party and any sublicensees of any of the rights granted to the Commercial Party hereunder as may be necessary for verifying the Commercial Party’s payment of amounts due hereunder and, in the case of CFFT, to verify that Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act; [*] denotes omissions. expenditures of the Award and the Matched Funds have been in conformity with this Agreement, or (. The records from any given period shall be subject to audit only one time. Any and all records audited and examined by the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation personnel or other evidence such representatives and agents of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to accounting firm shall be deemed the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Commercial Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its AffiliatesConfidential Information. The other Party requesting the audit shall pay the reasonable costs of conducting such audit; audit and examination of the books and records of the Commercial Party, provided however, that if such audit and examination reveals a material breach discrepancy of this Agreement or (more than [********] of the expenditures between the amounts reported by the Commercial Party to the extent with respect to this Agreement), other Party hereunder and the Umbrella Secrecy Agreement, amounts actually due and payable hereunder for the audited Party shall pay all such costs. Upon conclusion of the period under audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an CFFT, between the amount of the Award or Matched Funds actually due hereunder for the period under audit, then the Commercial Party shall reimburse the other Party for all costs and expenses incurred by the other Party in connection with such audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13and examination.

Audit. Not more than once per yearIf a Regulatory Authority desires to conduct an inspection or audit of a Party’s facility or a facility under contract with such Party with regard to the Product, or at any time a then the audited Party has a reasonable, good faith belief that shall notify the other Party has materially breached this Agreementwithin [***] days, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreementif not possible within such time period, and provides written notice to such other Party then as well soon as detailed documentation or other evidence practicably possible, after receipt of such alleged breachnotification of such audit or inspection and provide copies of any materials provided to it by the applicable Regulatory Authority; provided, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject shall not be required to written confidentiality obligations notify the other Party of audits or inspections that are reasonably acceptable of a routine nature or that do not relate to the Product or the Field, except where such audits result in communications or actions of such Regulatory Authority which have an impact upon the Product. The audited Party shall cooperate, and shall use reasonable efforts to cause the contract facility, if any, to cooperate, with such Regulatory Authority and the other Party during such inspection or audit. Following receipt of the inspection or audit observations of such Regulatory Authority (a copy of which the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates will immediately provide to the extent reasonably necessary to determine such audited other Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all will also provide the other Party with copies of any written communications received from Regulatory Authorities with respect to such costsfacilities in a timely manner after receipt, to the extent such written communications relate to the Product or the Manufacture thereof, and will prepare the response to any such observations; provided that AMAG may redact CMC Information from any such written communications provided to Takeda. Upon conclusion The audited Party will provide the other Party with a copy of any proposed response to such communications and will implement such other Party’s reasonable comments with respect to such proposed response; provided that AMAG may redact CMC Information from any such proposed response provided to Takeda. The audited Party agrees to conform its activities under this Agreement to any commitments made in such a response. In the auditevent a Product Complaint relating to CMC Information occurs, the Third Party auditor Parties shall furnish cooperate to both Parties a report stating adequately and appropriately resolve the Product Complaint and, if and only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Sectionextent necessary, AMAG shall disclose the audited Party may require that subject CMC information to the Third Party conducting the audit pursuant CMC Recipients, who shall not disclose it to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13any other Takeda personnel.

Audit. Not No more frequently than once per yearduring each calendar year during the Term and for *** (***) years thereafter, or each Party shall permit independent auditors appointed by the other Party, to whom the Party being audited has no reasonable objection and with reasonable notice at any time a during normal business hours, to inspect, audit and copy relevant accounts and records of such Party has a reasonablefor the purpose of verifying the accuracy of the calculation of (i) royalty payments to BioCryst and the reports which accompanied them, good faith belief that in the other Party has materially breached this Agreementcase of Mundipharma, or (ii) Out-of-Pocket Development Costs, reconciliation payments pursuant to Section 4.4 and the reports associated with them, in respect of both Parties. The independent auditors shall not disclose to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such appointing Party any information other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable than information relating solely to the audited Party accuracy of the accounting and subject to written confidentiality obligations payments made by the other Party. If such audit determines that payments are reasonably acceptable due to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited appointing Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all to the other Party any such costs. Upon conclusion additional amounts within *** (***) days of the auditdate on which such auditor’s written report is delivered to the audited Party, the Third Party auditor shall furnish to both Parties a report stating only its findings during unless such audit as to whether or not report is disputed, in which case the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit dispute shall be deemed Confidential Information for purposes of this Agreementresolved in accordance with Article 12. Notwithstanding anything to If the contrary in this Section, the audited Party may require auditor determines that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s payments are in excess of those required under this Agreement, the appointing Party shall remit the difference to the audited Party of such amount within *** (and ***) days of the date on which such auditor’s report is delivered, unless such audit report is disputed, in which case the dispute shall be resolved in accordance with Article 12. Any such inspection of records shall be at the appointing Party’s expense unless such audit discloses an underpayment of any payment of more than *** percent (***%), in which case the audited Party shall bear the cost of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee All payments due shall cause its Affiliates that are Sublicensees to comply with this bear interest calculated as set forth in Section 2.1313.4 below.

Audit. Not more than once per year, or at any time a Each Party has a reasonable, good faith belief that shall maintain complete and accurate records in the ordinary course of such Party’s operations in order to permit the other Party has materially breached to confirm the accuracy of the calculation of royalties, milestones, FTE Costs, Third Party Expenses, Manufacturing Expenses and other payments under this Agreement. Upon reasonable prior notice, but not more than [**] per Calendar Year, such records shall be available during regular business hours for a period of [**] from the end of the Calendar Year to which they pertain for examination by a “Big Four” independent certified public accounting firm (i.e., PriceWaterhouseCoopers, Deloitte & Touche, Ernst & Young or (to KPMG) selected by the extent requesting Party, having no prior engagement with respect to this Agreement) the Umbrella Secrecy Agreementrequesting Party, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited other Party and subject to written confidentiality obligations that are reasonably acceptable to for the audited Party to audit, during regular business hours and in a manner that complies with sole purpose of verifying the reasonable building and security requirements accuracy of the audited financial reports and correctness of the payments furnished by the other Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates pursuant to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided it being agreed that if such audit reveals a material breach of this Agreement or (to the extent Parties have collectively engaged with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion more than [**] of the auditforegoing Big Four firms at the time of selection for an audit hereunder, then at such time the Third Party auditor Parties shall furnish to both Parties a report stating only its findings during reasonably cooperate and determine additional acceptable certified public accounting firms who may conduct such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied 8.12). Any such auditor shall not disclose the other Party’s Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Partyother Party or the amount of payments due by the other Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within [**] from the accountant’s (and report, plus interest, as set forth in Section 8.13, from the original due date. Any amounts shown to have been overpaid shall be refunded within [**] from the accountant’s report. The requesting Party shall bear the full cost of such audit unless such audit discloses an underpayment by the other Party of more than [**] of the amount due, in which case the other Party shall bear the full cost of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees [**] = Portions of this exhibit have been omitted pursuant to comply a confidential treatment request. An unredacted version of this exhibit has been filed separately with this Section 2.13the Commission.

Audit. Not more than once per yearAt the request of TXMD, or at any time a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy AgreementMayne shall, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breachshall cause its Affiliates to, upon thirty (30) days’ advance written notice, such first Party may cause permit an independent Third Party auditor that is public accounting firm of nationally recognized standing designated by TXMD and reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to auditMayne, at reasonable times during regular normal business hours and in a manner that complies with upon reasonable notice, to audit the reasonable building books and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit maintained pursuant to this Section 2.13 6.4 to ensure the accuracy of all reports and payments made hereunder. Such examinations may not (a) be accompanied by conducted for any calendar quarter more than three (3) years after the end of such quarter, (b) be conducted more than once in any twelve (12) month period, or (c) be repeated for any calendar quarter. The accounting firm shall disclose only whether the reports are correct or not, and the specific details concerning any discrepancies. No other information shall be shared. The Parties shall cause the accounting firm to enter into a reasonably acceptable confidentiality agreement with the audited Party’s Party obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement. Except as provided below, the cost of this audit shall be borne by TXMD, unless the audit reveals a variance of at least five percent (5%), for any calendar quarter between the amount of royalties Mayne has paid under this Agreement and the amount of royalties actually owed to TXMD under this Agreement, in which case Mayne shall bear the case cost of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such the audit. For clarityUnless disputed pursuant to Section 6.5 below, Licensee if such audit concludes that (i) additional amounts were owed by Xxxxx, Mayne shall cause its Affiliates that are Sublicensees pay the additional amounts with interest from the date originally due, or (ii) excess payments were made by Xxxxx, TXMD shall reimburse such excess payments, in either case ((i) or (ii)), within sixty (60) days after the date on which such audit is completed by TXMD. Mayne will include substantially the same audit rights in any sublicense it grants in order to comply with this Section 2.13verify the correctness of any payment due hereunder.

Audit. Not more than During the Term of the Agreement, on an annual basis, Xxxxxxxxx will conduct, at no charge to Customer, an SSAE SOC 2, Type I audit of controls relating to the network operations of Descartes through which Personal Information is processed by Xxxxxxxxx under an Agreement. The results of that audit (“Audit Report”) is considered the confidential information of Xxxxxxxxx, and will be provided by Xxxxxxxxx to Customer on request only. The audit will be performed by an independent qualified third party auditor (or similarly qualified person). If a deficiency is identified as result of such audit, Xxxxxxxxx will remediate, as Xxxxxxxxx deems reasonable given the circumstances, within an agreed to and reasonable timeframe. All costs of remediation will be the responsibility of Xxxxxxxxx. In the event Customer wishes to audit Xxxxxxxxx’ compliance with this DPA, an independent third party auditor mutually agreed to by the parties (the “Auditor”) may, on behalf of Customer and at the expense of Customer, audit Xxxxxxxxx’ compliance with the terms of this DPA up to once per year, or at any time a Party has a reasonable, good faith belief . The Auditor may perform more frequent audits of the data center facility that the other Party has materially breached this Agreement, or (Processes Personal Information to the extent with respect required by laws applicable to this Agreement) Customer. Prior to the Umbrella Secrecy Agreementcommencement of any audit, the Auditor must execute a written confidentiality agreement acceptable to Xxxxxxxxx. To request an audit, Customer must submit a detailed audit plan to Xxxxxxxxx at least four weeks in advance of the proposed audit date, unless a shorter period is required under Data Protection Regulations. The audit plan must describe the proposed scope, duration, and provides written notice to such other Party as well as detailed documentation start date of the audit. Xxxxxxxxx will review the audit plan and provide Customer with any concerns or questions (for example, any request for information that could compromise Descartes’ security, privacy, employment or other evidence relevant policies). Xxxxxxxxx will work cooperatively with Customer to agree on a final audit plan. If the requested audit scope is addressed in an existing Audit Report that was prepared for Xxxxxxxxx within the prior twelve (12) months and Xxxxxxxxx confirms there are no known material changes in the controls audited, Customer agrees, unless restricted by law or other regulatory requirements, to accept those findings in lieu of such alleged breachrequesting an audit of the controls already covered by the report, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, unless prohibited by Data Protection Regulations from doing so. The audit must be conducted during regular business hours at the applicable facility, subject to Descartes’ policies, and may not unreasonably interfere with Xxxxxxxxx’ business activities. Customer will provide Xxxxxxxxx any audit reports generated in a manner connection with any audit under this section, unless prohibited by law. The parties agree that complies the audit report shall be treated as if it was the confidential information of the other parties and be subject to the same protections and obligations as is set out under the Agreement, except that neither party can compel the other to delete, destroy, or return the report. Xxxxxxxxx may use the audit reports only for the purpose of assessing or analyzing the contents of the reports, verifying the conclusions reached in the report, and making changes, modifications, or adjustments to Descartes overall data protection or data security practices. Customer may use the audit reports only for the purpose of confirming compliance with the reasonable building and security requirements of this DPA. The audit reports are Confidential Information of the audited Party and its Affiliates, parties under the books, records and facilities terms of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audits requested by Customer are at the Customer's expense. Any request for Xxxxxxxxx to provide assistance with an audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that is considered a separate service if such audit reveals a material breach assistance requires the use of this Agreement resources different from, or (in addition to, those required for the provision services under the Agreement. Xxxxxxxxx will seek the Customer's written approval and agreement to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during any related fees before performing such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13assistance.

Audit. Not more than once per year, or ABG’s acceptance of any payment and/or any Statement pursuant to this Agreement shall not preclude ABG from questioning the correctness thereof at any time a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or (to the extent exercising any of its rights related thereto. PAPA JOHN’S shall keep appropriate books of accounts and records with respect to this Agreement) its manufacture, sale, distribution and of SAR Co-Branded Products (“Books & Records”). PAPA JOHN’S shall maintain such Books & Records throughout the Umbrella Secrecy AgreementSAR Term, and provides for a period of three (3) years following the expiration or termination of the SAR Term (the “Retention Period”). ABG, or a third party designated by ABG (ABG and such third party being defined, for purposes of this Section, as an “Auditor”), shall have the right to inspect and copy the Books & Records insofar as they relate to the computation of the SAR Royalty, and other amounts payable to ABG, and PAPA JOHN’S hereby agrees to cooperate with the Auditor, to the best of PAPA JOHN’S’s ability, in connection therewith. ABG and/or such Auditor shall be permitted to inspect such Books & Records no more frequently than one (1) time during any twelve (12) month period, upon reasonable prior written notice to PAPA JOHN’S. If any such other Party as well as detailed documentation inspection reveals a discrepancy in the amount paid to ABG equal to five percent (5%) or other evidence more of the amount payable to ABG hereunder for the period in question, then PAPA JOHN’S shall also reimburse ABG for the reasonable costs of such alleged breachaudit. In any event, upon PAPA JOHN’S shall make all payments required to be made to eliminate any discrepancy revealed by any such inspection within thirty (30) days’ advance written noticedays after ABG’s demand therefor. Interest, such first Party may cause an independent Third Party auditor that compounded monthly, at the rate of one percent (1%) per month (or, if not legally permissible, then at the then maximum legal interest rate) shall accrue on any amount due to ABG from and after the date upon which said payment is reasonably acceptable to due until the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to auditdate payment is actually received, during regular business hours and whether said late payment was discovered in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply connection with this Section 2.13or otherwise.

Audit. Not more than once per year, or at any time a Each Party has a reasonable, good faith belief that in respect of the other Party has materially breached this Agreement, or (the right to audit the accounts of the other Party in respect of the joint venture in addition to the extent with respect right to have audits carried out on the organisation, resources and methods of the audited Party and to access all necessary and relevant information concerning the operating of the Partnership. The Parties undertake in good faith to cooperate fully within the framework of this Agreementaudit. It is agreed that such right may only be exercised once (1 time) a calendar year, excluding the Umbrella Secrecy Agreementcase of an emergency audit, and provides written notice to such other Party as well as detailed documentation or other evidence and, secondly, that the performance of such alleged breachaudit shall not, upon as far as possible, disrupt the activity of the audited Party. Within the meaning of the Article herein, an emergency audit shall be substantiated by the potential or real seriousness of a given situation. The exercising of this right implies that the audited Party is notified thereof with at least thirty (30) days’ notice in advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in excluding the case of an emergency audit in which case this notice period shall be five (5) days. The audit shall be carried out at the times and on the days previously agreed upon with the entity to be audited, which shall do its best efforts in respect thereof. The auditor shall be chosen jointly by the Parties. Failing agreement between the Parties in the fifteen (15) days following the notification of the audit (three (3) days in case of emergency), the auditor shall be appointed by the Presiding Judge of the Paris Commercial Court to which the matter has been referred by the most diligent Party. In the event the audit identifies significant breaches of the entity concerned in relation to the obligations incumbent upon it under the Agreement, Banque Casino or Cdiscount, as appropriate, may put in place any additional audit which would be reasonably necessary, provided notice of five (5) days is respected. The audit report, which shall be a confidential document, shall be presented to the Operational and Financial Committee, entrusted with drawing the potential consequences from the audit and preparing an action plan in view of remedying the breaches observed. The audit report shall also be notified to the Audit Committee of Banque Casino. All of the costs incurred under the audit shall be borne by the Party who initiated the audit, unless the audit reveals a substantial breach by the other Party of its Affiliates or Sublicenseesobligations, its Affiliate’s or its Sublicensee’sin which case such costs shall be shared between the two Parties. Secondly, respectively) representatives at Cdiscount undertakes to submit to any audit requested by the supervisory authorities of Banque Casino, to cooperate fully with these and to provide all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13information which might be requested by the auditors.

Audit. Not more than once per year, or at any time a Party has a reasonable, good faith belief that Upon the written request of the other Party, each Party has materially breached this Agreement, shall permit a qualified accountant or (to the extent a person possessing similar professional status and associated with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably accounting firm acceptable to the audited Party and subject Parties to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, inspect during regular business hours and no more than once for any given Calendar Quarter and once in a manner that complies with any given Calendar CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Year, and going back no more than [***] years preceding the reasonable building and security requirements of the audited Party and its Affiliatescurrent Calendar Year, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party all or any part of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s records and books necessary to check the accuracy of any payments made or required to be made hereunder (including with respect to any costs reimbursed or required to be reimbursed hereunder). The accounting firm shall enter into appropriate obligations with the audited Party to treat all information it receives during its inspection in confidence. The accounting firm shall disclose to MAP and AstraZeneca only whether the payments made are correct and details concerning any discrepancies, but no other information shall be disclosed to the party requesting the inspection. The charges of the accounting firm shall be paid by the Party requesting the inspection, except that if the payments being audited have been underpaid or the costs being reimbursed have been overstated, in each case by more than [***], the case of an audit charges shall be paid by the Party whose records and books are being inspected. Any failure by a Party to exercise its right under this Section 8.11.2 with respect to a Calendar Quarter within the [***] year time period allotted therefor shall constitute a waiver by such Party of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during right to later object to any payments made by the other Party under this Agreement with respect to such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13Calendar Quarter.

Audit. Not more than once per yearAt the request of a Party, or at any time a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreementshall, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breachshall cause its Affiliates to, upon thirty (30) days’ advance written notice, such first Party may cause permit an independent Third auditor designated by auditing Party auditor that is and reasonably acceptable to the audited Party Party, at reasonable times and upon reasonable notice, to audit the books and records maintained pursuant to Section 5.12 to ensure the accuracy of all reports and payments made hereunder; provided, however, that such audit right may be exercised no more than once in any Calendar Year; provided, that once the reports and payments for any particular period have been audited hereunder, such reports and payments shall not be the subject of any future audit absent fraud; provided, further, that the reports and payments made in any particular Calendar Year shall be subject to written confidentiality obligations that are reasonably acceptable to audit only until the audited Party to auditend of the third Calendar Year following the Calendar Year in which such reports or payments were made. Except as provided below, during regular business hours and the cost of this audit shall be borne by the auditing Party, unless the audit reveals a discrepancy in a manner that complies with the reasonable building and security requirements favor of the audited Party and its Affiliatesof more than five percent (5%) from the reported amounts for the audited Party, in which case the books, records and facilities of such audited Party and its Affiliates shall bear the cost of the audit. Unless disputed pursuant to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that 5.13.2, if such audit reveals a material breach of this Agreement or concludes that (to x) additional amounts were owed by the extent with respect to this Agreement), the Umbrella Secrecy Agreementaudited Party, the audited Party shall pay all the additional amounts, with interest from the date originally due as provided in Section 5.9, or (y) excess payments were made by audited Party, the auditing Party shall reimburse such costsexcess payments, in either case ((x) or (y)), within sixty (60) days after the date on which such audit is completed by the auditing Party. The audited Party may require the accounting firm to sign a customary non-disclosure agreement before providing the accounting firm access to the audited Party’s facilities or records. Upon conclusion completion of the audit, the Third Party auditor accounting firm shall furnish to provide both Parties a written report stating only its findings during such audit as to disclosing whether or not the reports submitted by the audited Party is are correct or incorrect, whether the calculations set forth in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, reports submitted by the audited Party may require that are correct or incorrect, and, in each case, the Third Party conducting specific details concerning any discrepancies. No other information shall be provided to the audit pursuant auditing Party. Confidential Treatment has been granted for portions of this exhibit. The copy filed herewith omits certain information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this Section 2.13 be accompanied by exhibit has been filed separately with the audited Party’s (Securities and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13Exchange Commission.

Audit. Not Subject to the other terms of this Section 5.5(b), at the request of Lilly, upon at least [***] prior written notice, but no more often than once per year[***] and not [***] with respect to records covering any specific period of time, and at its sole expense (except as otherwise provided herein), ImmunoGen shall permit an internationally recognized independent accounting firm reasonably selected by Lilly and reasonably acceptable to ImmunoGen to Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. inspect (during regular business hours) at such place or places where such records are customarily kept the relevant records required to be maintained by ImmunoGen under Section 5.5(a) hereof. At Lilly’s request, the independent accounting firm shall be entitled to audit the [***] of ImmunoGen’s records solely for purposes of verifying ImmunoGen’s calculation of FTE Cost for ImmunoGen Activities performed during the period subject to review. Before beginning the audit the independent accounting firm shall enter into a confidentiality agreement with both Parties substantially similar to the provisions of Section 6 hereof limiting the disclosure and use of such information by such independent accounting firm to authorized representatives of the Parties and the purposes germane to this Section 5.5. The independent accounting firm shall provide its audit report and basis for any determination to ImmunoGen at any the time such report is provided to Lilly. ImmunoGen and Lilly shall each have the right to request a further determination by such independent accounting firm as to matters which such Party has disputes within [***] following receipt of such report. The Party initiating a reasonable, good faith belief that dispute will provide the other Party has materially breached this Agreementand the independent accounting firm with a reasonably detailed statement of the grounds upon which it disputes any findings in the audit report and the independent accounting firm shall undertake to complete such further determination within [***] after the dispute notice is provided, or (which determination shall be limited to the extent with respect disputed matters and provided to this Agreement) both Parties. The Parties shall use reasonable efforts, through the Umbrella Secrecy Agreementparticipation of finance representatives of both Parties, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable resolve any dispute arising in relation to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit by good faith discussion. The results of any such audit, during regular business hours and in a manner that complies with reflecting the reasonable building and security requirements independent accounting firm’s determination of any disputed matters, shall be binding on both Parties. Lilly agrees to treat the audited Party and its Affiliates, the books, results of any such independent accounting firm’s review of ImmunoGen’s records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with 5.5(b) as Confidential Information of ImmunoGen subject to the operations terms of such audited Party or Section 6 hereof. If any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach an inaccuracy in the calculation of this Agreement or (to FTE Cost for the extent with respect to this Agreement)ImmunoGen Activities performed during the period covered by the review resulting in any overpayment by Lilly, ImmunoGen shall refund the Umbrella Secrecy Agreement, the audited Party shall pay all amount of any such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreementoverpayment, and if such overpayment is by [***] of the amount due and also is [***], ImmunoGen shall pay the reasonable costs and expenses of the audit. If any audit has revealed a breachreveals an inaccuracy in the calculation of FTE Cost for the ImmunoGen Activities performed during the period covered by the review resulting in an underpayment by Lilly, shall include no more information than is reasonably necessary to provide the basis ImmunoGen may invoice Lilly for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes underpayment, Portions of this Agreement. Notwithstanding anything Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the contrary in this Section, the audited Party may require that the Third Party conducting the audit Registrant’s application requesting confidential treatment pursuant to this Section 2.13 be accompanied by Rule 24b-2 of the audited Party’s (Securities Exchange Act of 1934, as amended. and in Lilly will pay such invoice within [***] from the case of an audit date of its Affiliates or Sublicenseesreceipt of such invoice, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply in accordance with this Section 2.135.3 hereof.

Audit. Not more than once per yearEach party shall maintain detailed and accurate written records and books of account in such manner and detail as to permit the verification of Costs, or at any time a Party has a reasonableand Collagen shall, good faith belief that and shall require each Seller to, maintain detailed and accurate written records and books of account in such manner and detail as to permit the verification of the amounts payable to Technologies pursuant to Section 3.2. Upon reasonable notice to the other Party has materially breached this Agreementparty ("Audited Party"), or a party ("Auditing Party") shall have the right to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause have an independent Third certified public accountant, selected by the Auditing Party auditor that is and reasonably acceptable to the audited Audited Party audit the Audited Party's records, during normal business hours, to verify the Audited Party's Costs. In addition, Technologies shall have the right to have an independent certified public accountant audit the records of each Seller to verify the amounts payable to Technologies pursuant to Section 3.2. Any such audit of Technologies or Collagen or a Seller shall not take place more frequently than once a year and subject to written confidentiality obligations that are reasonably acceptable shall not cover such records for more than the preceding two (2) years. The accountant shall only report as to the audited accuracy of Technologies or Collagen's Costs or the amounts payable to Technologies pursuant to Section 3.2, and in the event of any inaccuracy, the correct amounts thereof. The Audited Party shall promptly refund any overpayment of Costs made by the Auditing Party, and the Auditing Party shall promptly pay any underpayment of Costs. In addition, a Seller shall promptly pay to Technologies any underpayment revealed in such audit, during regular business hours and in a manner that complies with Technologies shall promptly refund any overpayment made by Seller. Such audit shall be at the reasonable building and security requirements expense of the audited Auditing Party and its Affiliates, unless the books, records and facilities of such audited Party and its Affiliates to audit identifies an overpayment by the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Auditing Party or any an underpayment by the Audited Party or Seller of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or greater than five percent (to the extent with respect to this Agreement5%), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from which case such audit shall be deemed Confidential Information at the Audited Party's or Seller's expense. The parties and Sellers shall preserve and maintain all such records and accounts required for purposes audit for a period of this Agreement. Notwithstanding anything to two (2) years after the contrary in this Section, calendar quarter for which the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13records apply.

Audit. Not more Upon [**] days prior notice from a Party (the “Auditing Party”), independent accountants of recognized standing selected by the Auditing Party (and who shall have agreed to be bound by written confidentiality obligations no less protective than once per yearthose set forth in Section 12.09, or at any time a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to otherwise agreed by the audited Party and subject such accountants), and approved by the other Party, with such approval not to written confidentiality obligations that are reasonably acceptable be unreasonably withheld, may have access to the audited Party to audit, during regular business hours books and in a manner that complies with the reasonable building and security requirements records of the audited Party and its Affiliates, the books, records and facilities of such audited other Party and its Affiliates and sublicensees, as appropriate, during normal business hours to conduct a review or audit for the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or purpose of verifying (to the extent with respect to this Agreementi) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an TenX, the accuracy of TenX’s and its sublicensees’ payments pursuant to this Agreement and (ii) in the case of Genmab, the accuracy of the costs incurred by Genmab for which TenX is responsible for reimbursement under this Agreement. Such review or audit shall not be conducted more frequently than [**] in any calendar year. Genmab and TenX shall mutually determine a general strategy for such review or audit in advance of its Affiliates conduct. The non-Auditing Party shall receive a copy of any report issued by the auditors concurrently with receipt by the Auditing Party. All information contained in any such report shall be deemed to be “Confidential Information” of the non-Auditing Party, subject to the terms and conditions of Section 12.09 hereof. If any review or Sublicenseesaudit performed under this Section shall indicate that any payment due hereunder was underpaid or overpaid, its Affiliatethe underpaying or overpaid Party shall promptly pay to the other Party, the amount of such underpayment or overpayment, together with interest thereon from the date such underpayment was due, or overpayment made, at the prime rate reported by the Wall Street Journal on such date plus [**] percent ([**]%). If any review or audit performed under this Section shall indicate that any payment hereunder was in error to the Auditing Party’s or its Sublicensee’sdetriment by more than five percent (5%) for any calendar year, respectively) representatives at all times during the non-Auditing Party shall pay the cost of such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13.

Audit. Not more than once per yearAt the request (and expense) of Nektar, or BioXcel shall permit an independent certified public accountant appointed by Nektar and reasonably acceptable to BioXcel (provided that such accountant shall be compensated on the basis of time spent on the audit and not on a contingency basis, and shall have entered into a confidentiality agreement with BioXcel), CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WHERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. at any time a Party has a reasonablereasonable times and upon reasonable notice, good faith belief that the other Party has materially breached this Agreementto examine only those records as may be reasonably necessary to determine, or (to the extent with respect to any calendar year ending not more than [***] ([***]) years prior to Nektar’s request, the correctness or completeness of any invoice submitted to Nektar or other payment made to BioXcel pursuant to this Agreement) the Umbrella Secrecy Agreement, . The foregoing right of review may be exercised only once per year and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent only once with respect to this Agreementeach such periodic report and payment. Results of any such examination shall be: (a) made available to both Parties; and (b) subject to Article 9. Nektar shall bear the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with full cost of the operations performance of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if , unless such audit reveals discloses a material breach variance of this Agreement or more than [***]percent (to +/- [***]%) from the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion amount of the auditoriginal report or payment calculation, in which case, BioXcel shall bear the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not full cost of the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes performance of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarityBioXcel shall have reciprocal audit rights for any Article 6 costs and expenses incurred by Nektar and invoiced to BioXcel hereunder. If, Licensee as a result of any audit, it is shown that payments received by the Parties under this Agreement were less or more than the amount which should have been received, then the appropriate Party shall cause its Affiliates that are Sublicensees make or refund all payments required to comply with this Section 2.13be made to eliminate any discrepancy revealed by said audit within [***] ([***]) calendar days.

Audit. Not more than once per yearThe Parties agree to keep full and accurate books and records setting forth in reasonable detail the payments payable to the other Party hereunder, or at any time a Glass Product Expenses to be recorded hereunder, and the calculation thereof. Each Party has a reasonable, good faith belief (the "AUDITING PARTY") shall have the right to appoint an internationally recognized accounting firm (but not the Auditing Party's accounting firm) reasonably acceptable to the other Party (the "INDEPENDENT AUDITOR") to audit the financial books and records that the other Party has materially breached (the "AUDITED PARTY) is expressly required to keep under this Agreement, or (to the extent Agreement with respect to payments owed to the Auditing Party, or Glass Product Expenses to be recorded, under this AgreementAgreement (the "RELEVANT BOOKS AND RECORDS"). The Audited Party may require the Independent Auditor, prior to any such audit, to agree to reasonable confidentiality restrictions and the Independent Auditor shall (i) treat as confidential information of the Umbrella Secrecy AgreementAudited Party all information obtained in connection with such audit and (ii) not disclose the same to the Auditing Party or others, except that the Independent Auditor may disclose to the Auditing Party only whether the audit revealed an underpayment, or an inaccuracy with respect to Glass Product Expenses, and provides written notice to such other Party as well as detailed documentation or other evidence the amount of such alleged breachunderpayment or inaccuracy, if any. An audit shall be permitted only upon at least thirty (30) days’ advance ' prior written noticenotice to the Audited Party, such first and in no event more than once during any calendar year (unless an audit in any calendar year revealed an underpayment, in which case the Auditing Party may cause an independent Third Party auditor that is reasonably acceptable to conduct one (1) additional audit in such calendar year). The Independent Auditor shall conduct the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, audit during regular normal business hours and in a manner that complies with solely as necessary to confirm the reasonable building and security requirements accuracy of the audited Party Relevant Books and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its AffiliatesRecords. The Party requesting the audit Independent Auditor may not be paid on a contingency fee basis and shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (provide its report simultaneously to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited both Parties. The Auditing Party shall pay be solely liable for all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is costs and expenses accrued in compliance connection with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarityIn the event the audit reveals an underpayment or inaccuracy, Licensee prompt adjustment of all unpaid amounts owed under this Agreement shall cause its Affiliates be made by the Audited Party, provided that are Sublicensees nothing contained herein is intended to comply with this Section 2.13waive or limit the Audited Party's right to contest the accuracy of any finding of the Independent Auditor.

Audit. Not more than once per year, or at in any time a Party has a reasonable, good faith belief that Fiscal Year and upon reasonable advance notice to the other Party has materially breached party to this Agreement, Alexion or Procter & Xxxxxx, as the case may be (the "Requesting Party"), shall be entitled to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation nominate a reasonably acceptable representative or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is certified public accountants reasonably acceptable to the audited Party and subject other party to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, have access at reasonable times during regular normal business hours and upon reasonable prior notice (subject to signing a confidentiality agreement) to (a) Procter & Gamble's, its Affiliates' or sublicensees' records for Annual Contribution and Net Sales of Products (such audit of Procter & Gamble's sublicensee shall be initiated by Procter & Xxxxxx), as the case may be, as they relate to the relevant Products for the purpose of verifying Procter & Gamble's calculation of royalty payments due hereunder or (b) Alexion' s records for Alexion' s calculation of FTE costs, Alexion Product Cost and any other costs to be paid by Procter & Xxxxxx. Such accounting firm shall not disclose to the Requesting Party or to any third party any financial or other information relating to the business of the party whose records are being audited (the "Audited Party") except that which is necessary to inform the Requesting Party of the accuracy or inaccuracy of the Audited Party's calculation. Should such accounting firm discover information indicating, in a manner that complies its opinion, an inaccuracy in the calculation of the royalty payments or the Alexion expenses subject to payment by Procter & Xxxxxx, as the case may be, it shall so notify the parties in writing thereof (and shall set out its preliminary conclusions in reasonable detail). The Audited Party shall advise the Requesting Party in writing within ten business days of receiving such notice should the Audited Party disagree with the reasonable building determination of such representative or accounting firm. During the next 20 business days, such representative or accounting firm and security requirements the accountants of the audited Audited Party shall attempt to resolve the issue in dispute. Failing such agreement within such 20 day period, the accounting firm of the Requesting Party and the accountants of the Audited Party shall appoint another independent, nationally recognized accounting firm to conduct its Affiliatesown audit. The determination by such second accounting firm (the "Auditors") shall be final and binding on the parties. Any payments owed by the Audited Party shall be made within ten (10) days of the Audited Party's receipt of the Auditor's determination. In the absence of material discrepancies (in excess of 3%) in any request for reimbursement or audit resulting from such examination or audit, the books, records and facilities of such audited Party and its Affiliates to accounting expense shall be paid by the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such examination or audit; provided that if such audit reveals a . If material breach of this Agreement or (discrepancies adverse to the extent with respect to this Agreement)Party requesting the examination or audit do result, the Umbrella Secrecy Agreement, the audited Audited Party shall pay all such costs. Upon conclusion of bear the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreementaccounting expenses. Notwithstanding anything to the contrary in this Sectionforegoing, neither Party shall audit the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13same records twice.