Common use of Audits Clause in Contracts

Audits. (a) Upon the written request of Targacept and not more than once in each calendar year, Aventis shall permit an independent certified public accounting firm of nationally recognized standing appointed by Targacept, at Targacept’s expense, to have access during normal business hours, and upon reasonable prior written notice, to such of the records of Aventis as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. (a) Upon the written request of Targacept and not more than once in each calendar yearGTC, Aventis AHP shall permit an independent certified public accounting firm of nationally recognized standing appointed accountant selected by TargaceptGTC and acceptable to AHP, at Targacept’s expensewhich acceptance shall not be unreasonably withheld, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis AHP as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for described herein, in respect of any calendar fiscal year ending not more than thirtytwenty-six four (3624) months prior to the date of such request. The accounting firm GTC and AHP shall disclose use commercially reasonable efforts to Targacept schedule all such verifications within forty-five (45) days after GTC makes its written request. All such verifications shall be conducted at GTC's expense and Aventis whether not more than once in each calendar year. In the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly event GTC's independent certified public accountant concludes that additional royalties were owed to GTC during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, royalty shall be paid by AHP within thirty (30) days after of the date Targacept GTC delivers to Aventis AHP such accounting firm’s independent certified public accountant's written report so correctly concluding. [********] In the event GTC's independent certified public accountant concludes that there was an over-payment overpayment of royalties to GTC during such period, the overpayment shall be repaid by Aventis, Targacept shall promptly (but in no event later than GTC within thirty (30) days after Targacept’s receipt of the date GTC received such accounting firm’s independent certified public accountant's written report) return to Aventis report so concluding. The fees charged by such independent certified public accountant shall be paid by GTC unless the excess amount. audit discloses an underpayment of the royalties payable by AHP for the audited period of more than five percent (c) Aventis 5%), in which case AHP shall pay the reasonable fees and expenses charged by such representative. AHP shall include in each Third Party sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee sublicensee to make reports to AventisAHP, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s GTC's independent certified public accountant to the same extent required by Aventis of AHP under this Agreement. (d) Targacept shall treat . GTC agrees that all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 6.4.5 or under any sublicense agreement is confidential and that GTC shall cause its accounting firm independent certified public accountant to enter into an acceptable in a confidentiality agreement with Aventis AHP obligating such firm accountant to retain all such financial information in confidence pursuant confidence. GTC's independent certified public accountant shall only report to such confidentiality agreement; provided, however, that in no event GTC as to the computation of the royalties and other payments due to GTC under this Agreement and shall such confidentiality agreement prevent the accounting firm from disclosing not disclose to Targacept the GTC any other information contemplated by Section 7.10(a)of AHP or its sublicensees.

Audits. (a) Upon the written request of Targacept and not more than once in each calendar yearIntrexon, Aventis Genopaver shall permit an independent certified public accounting firm of nationally internationally recognized standing appointed selected by TargaceptIntrexon, at Targacept’s expenseand reasonably acceptable to Genopaver, to have access to and to review, during normal business hours, hours and upon reasonable no less than thirty (30) days prior written notice, to such of the applicable records of Aventis as may be reasonably necessary Genopaver and its Affiliates to verify the accuracy and timeliness of the royalty reports hereunder and payments made by Genopaver under this Agreement. Such review may cover the records for sales made in any calendar year ending not more than thirty-six three (363) months years prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis both Parties whether the royalty reports are correct or incorrectand/or know-how reports conform to the provisions of this Agreement and/or US GAAP, the basis for its finding as applicable, and the specific details concerning any discrepancies. Such audit may not be conducted more than once in any calendar year. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (b) If such accounting firm correctly concludes that additional royalties amounts were owed during such period, Aventis Genopaver shall pay the additional royaltiesamounts, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis pointsas set forth in Section 5.7, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s of receipt of such the accounting firm’s written report. If the amount of the underpayment is greater than five percent (5%) return of the total amount actually owed for the period audited, then Genopaver shall in addition reimburse Intrexon for all costs related to Aventis such audit; otherwise, Intrexon shall pay all costs of the excess amountaudit. In the event of overpayment, any amount of such overpayment shall be fully creditable against amounts payable for the immediately succeeding calendar quarter(s). (c) Aventis Intrexon shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (di) Targacept shall treat all information subject to review that it receives under this Section 7.10 5.5 in accordance with the confidentiality provisions of Article 9 7 and shall (ii) cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis Genopaver obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent each case except to the accounting firm from disclosing extent necessary for Intrexon to Targacept the information contemplated by Section 7.10(a)enforce its rights under this Agreement.

Audits. Biosource shall permit an independent certified public accountant selected by TDCC and acceptable to Biosource, which acceptance shall not be unreasonably withheld, to have access during normal business hours to such records of Biosource as may be reasonably necessary to verify (ai) Upon the accuracy of royalty reports as described in Section 6.5.4, and (ii) that the funds paid by TDCC pursuant to Section 6.3 were properly used in accordance with the terms of this Agreement. An audit may be conducted for the previous two (2) fiscal years. No audit of royalty reports shall be conducted for an incomplete fiscal year where only estimated royalties have been paid. Biosource and TDCC shall use commercially reasonable efforts to schedule all such verifications within forty-five (45) days after TDCC makes its written request of Targacept for the audit. All such verifications shall be conducted at TDCC's expense and not more than once in each calendar year. Subject to Biosource's rights to dispute amounts payable under Section 14.6, Aventis shall permit an in the event TDCC's independent certified public accounting firm of nationally recognized standing appointed accountant concludes that that additional amounts were owed to TDCC during such period or amounts were used improperly by Targacept, at Targacept’s expense, to have access during normal business hours, and upon reasonable prior written notice, to such of the records of Aventis as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrectBiosource, the basis for its finding and the specific details concerning any discrepancies. additional amount shall be paid by Biosource within sixty (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (3060) days after the date Targacept TDCC delivers to Aventis Biosource such accounting firm’s independent certified public accountant's written report so correctly concluding. [********] In the event TDCC's independent certified public accountant concludes that there was an over-payment overpayment to TDCC or underpayment by AventisTDCC during such period, Targacept the amount payable less the reasonable fees and expenses charged by such representative shall promptly be repaid by TDCC within sixty (but in no event later than thirty (3060) days after Targacept’s receipt the date Biosource received such independent certified public accountant's written report so concluding. The fees charged by such independent certified public accountant shall be paid by TDCC unless the audit discloses an underpayment of the amounts listed in clauses (i), or misuse of funds paid by TDCC listed in clause (ii) above, for the audited period of more than five percent (5%), in which case Biosource shall pay the reasonable fees and expenses charged by such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis representative. Biosource shall include in each Third Party sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s an independent certified public accountant to the same extent required by Aventis of TDCC under this Agreement. (d) Targacept shall treat . TDCC agrees that all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 6.5.5 or under any sublicense agreement is confidential and that TDCC shall cause its accounting firm independent certified public accountant to enter into an acceptable a confidentiality agreement with Aventis Biosource or a sublicensee, where appropriate, -42- 44 obligating such firm accountant to retain all such financial information in confidence pursuant confidence. TDCC's independent certified public accountant shall only report to such confidentiality agreement; provided, however, that in no event TDCC as to the computation of the royalties and other payments due to TDCC under this Agreement and shall such confidentiality agreement prevent the accounting firm from disclosing not disclose to Targacept the TDCC any other information contemplated by Section 7.10(a)of Biosource or its sublicensees.

Audits. (a) Zai shall keep, and shall require its Affiliates and Sublicensees to keep (all in accordance with the GAAP), for a period not less than […***…] years from the end of the Calendar Year to which they pertain, complete and accurate records in sufficient detail to properly reflect Net Sales and to enable any Milestone Payment payable hereunder to be determined. (b) Upon the written request of Targacept TPTX, Zai shall permit, and not more than once in each calendar yearshall cause its Affiliates and Sublicensees to permit, Aventis shall permit an independent certified public accounting firm of nationally recognized standing appointed selected by TargaceptTPTX and reasonably acceptable to Zai, at TargaceptTPTX’s expense, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis Zai or its Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports payments hereunder for any calendar year Calendar Year ending not more than thirty-six […***…]. These rights with respect to any Calendar Year shall […***…] end of any such Calendar Year and shall be limited to once each Calendar Year (36) months prior to provided that the date foregoing frequency limit shall not apply if TPTX has cause). TPTX shall provide Zai with a copy of such requestthe accounting firm’s written report […***…]. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such periodan underpayment was made, Aventis then Zai shall pay the additional royalties, with interest from amount due within […***…] days of the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept TPTX delivers to Aventis Zai such accounting firm’s written report so correctly concluding. If such accounting firm concludes that an overpayment was made, then such overpayment shall be credited against any future payment due to TPTX hereunder (if there is no future payment due, then TPTX shall promptly refund such overpayment to Zai). TPTX shall bear the full cost of such audit unless such audit discloses that the additional payment payable by Zai for the audited period is more than […********…] In of the event amount otherwise paid for that there was an over-payment audited period, in which case Zai shall pay the reasonable fees and expenses charged by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such the accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept TPTX shall treat all financial information subject to review under this Section 7.10 9.6 in accordance with the confidentiality provisions of Article 9 and ARTICLE 10, and, prior to commencing such audit, shall cause its accounting firm to enter into an acceptable a confidentiality agreement with Aventis Zai obligating such firm it to retain treat all such financial information in confidence pursuant to such confidentiality provisions. Such accounting firm shall not disclose Zai’s Confidential Information to TPTX, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by Zai or the amount of payments to or by Zai under this Agreement. (d) Zai shall include in each relevant sublicense granted by it a provision requiring any Sublicensee to maintain records of sales of Products made pursuant to such sublicense, and to grant access to such records by an accounting firm to the same extent and under the same obligations as required of Zai under this Agreement. TPTX shall advise Zai in advance of each audit of any such Sublicensee with respect to the Net Sales of the Products either by TPTX or its designated auditor under the terms of such Sublicensee agreement; provided. TPTX shall provide Zai with a summary of the results received from the audit and, howeverif Zai so requests, that in no event a copy of the audit report. TPTX shall such confidentiality agreement prevent pay the full costs charged by the accounting firm firm, unless the audit discloses that the additional payments payable to TPTX for the audited period is more than […***…] from disclosing to Targacept the information contemplated amounts otherwise paid for that audited period, in which case Zai shall pay the reasonable fees and expenses charged by Section 7.10(a)the accounting firm.

Audits. (a) Upon the written request of Targacept and not Not more than once in each any calendar year, Aventis at Buyer's request and at Buyer's expense, Seller shall permit an independent cause a certified public accounting firm of nationally recognized standing appointed by Targacept, at Targacept’s expense, accountant mutually acceptable to have access during normal business hours, and upon reasonable prior written notice, the parties to such conduct an audit of the relevant books and records of Aventis as Seller, for the purposes of verifying amounts due Buyer hereunder. Buyer's then-current independent accountant shall be deemed mutually acceptable to the parties under the preceding sentence. Such books and records are confidential information of Seller, AHP and/or Pfizer and may not be reasonably necessary disclosed to verify Buyer. Accountant shall report to Buyer only that the accuracy amounts paid hereunder have been correct, or the amount of shortfall or overpayment, if any. Seller shall promptly pay any shortfall reported by such accountant and Buyer shall promptly refund any overpayment. If any shortfall in payments owed to Buyer exceeds 5% of the royalty reports hereunder aggregate payments for any Buyer for such calendar year ending not more than thirty-six (36) months prior to year, then Seller shall reimburse Buyer for the date cost of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepanciesaudit. (b) If such accounting firm correctly concludes that additional royalties were owed during such periodat any time Seller disposes of its entire interest in the AHP Payments or ▇▇▇ ▇▇▇▇▇▇ Payments (not including the Applicable Percentage of the Pfizer Net Sales or AHP Net Sales sold to Buyer hereunder), Aventis then at Buyer's request and at Buyer's expense, Seller's successors or assigns shall pay the additional royalties, with interest from the date originally due at an annual rate equal direct a certified public accountant mutually agreeable to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis pointsparties to perform an audit of the relevant books and records of AHP and/or Pfizer on the terms provided for in the AHP Agreement and the Pfizer Agreement; provided that such audit shall only be directed to bazedoxifene or lasofoxifene products, within thirty (30) days after as the date Targacept delivers case may be; and provided that Buyer shall be entitled to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt any recoupment of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it expenses pursuant to this provisions governing audit rights under the AHP Agreement a provision requiring and the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Pfizer Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. (a) 8.2.1 Upon the written request of Targacept MTI at MTI's expense and not more than once in each calendar year[***], Aventis Sankyo shall permit an internationally recognized independent certified public accounting firm of nationally recognized standing appointed accountant selected by Targacept, at Targacept’s expenseMTI and reasonably acceptable to Sankyo, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis Sankyo as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for in respect of any calendar fiscal year ending not more than thirty-six (36) months [***] prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If 8.2.2 In the event such accounting firm correctly accountant concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, royalty shall be paid within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [*****] of the date MTI delivers to Sankyo such accountant's written report so concluding. The fees charged by such accountant shall be paid by MTI unless the audit discloses that the royalties payable by Sankyo for the audited period are more than [***] In of the event that there was an over-payment royalties actually paid for such period, in which case Sankyo shall pay the reasonable fees and expenses charged by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amountaccountant. (c) Aventis 8.2.3 Sankyo shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee sublicensee to make reports to AventisSankyo, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s MTI's independent accountant to the same extent required by Aventis of Sankyo under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance . Upon the expiration of [***] following the end of any fiscal year, the calculation of royalties payable with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant respect to such confidentiality agreement; providedyear shall be binding and conclusive upon MTI, however, that in no event and Sankyo and its sublicensees shall be released from any liability or accountability with respect to royalties for such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a)year.

Audits. (ai) Upon the written request of Targacept SHINYAKU and not more than once in each calendar year, Aventis OPTIMER shall permit an independent certified public accounting firm of nationally internationally recognized standing appointed standing, selected by TargaceptSHINYAKU and reasonably acceptable to OPTIMER, at Targacept’s SHINYAKU's expense, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis OPTIMER and its SUBLICENSEES as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirtytwenty-six four (3624) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis SHINYAKU only whether the royalty reports records are correct or incorrectnot and, the basis for its finding and if applicable, the specific details concerning any discrepancies. The accounting firm shall provide a copy of its report to OPTIMER. (bii) If the accounting firm concludes that OPTIMER overpaid for the COMPOUND during such period, OPTIMER shall be entitled to a credit for such overpayment against future payment for the COMPOUND. If such accounting firm correctly concludes that additional royalties were payment for the COMPOUND was owed to SHINYAKU during such period, Aventis OPTIMER shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, payment within thirty (30) days after of the date Targacept SHINYAKU delivers to Aventis OPTIMER such accounting firm’s 's written report so correctly concluding. [********] In The fees charged by such accounting firm shall be paid by SHINYAKU; provided, however, if the event audit discloses that there was an over-payment the amount payable by AventisOPTIMER for the audited period is more than one hundred five percent (105%) of the amount actually paid for such period, Targacept then OPTIMER shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of pay the reasonable fees and expenses charged by such accounting firm’s written report) return to Aventis the excess amount. (ciii) Aventis OPTIMER shall include in each permitted sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee SUBLICENSEE to make reports to AventisOPTIMER, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant SHINYAKU's accounting firm to the same extent required by Aventis of OPTIMER under this Agreement. . Upon the expiration of twenty-four (d24) Targacept shall treat all information subject to review under this Section 7.10 in accordance months following the end of any year, the calculation of the payment for the COMPOUND payable with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant respect to such confidentiality agreement; providedyear shall be binding and conclusive upon SHINYAKU, howeverOPTIMER and its SUBLICENSEES, that and OPTIMER and its SUBLICENSEES shall be released from any liability or accountability with respect to the payment for the COMPOUND for such year, except with respect to price reductions or rebates retroactively imposed by government authorities, including, but not restricted to, Medicare, Medicaid, and other government-run or controlled entities who may be involved in no event shall such confidentiality agreement prevent transactions involving the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a)PRODUCT.

Audits. (a) Upon the written request of Targacept Adolor and not more than once in each calendar yearCalendar Year, Aventis Santen shall permit an independent certified public accounting firm of nationally recognized standing appointed selected by TargaceptAdolor and reasonably acceptable to Santen, at Targacept’s Adolor's expense, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis Santen as may be reasonably necessary to verify the accuracy of the royalty reports hereunder Royalty Statements for any calendar year ending not more than thirty-six (36) months prior to the date of such the request. The accounting firm shall disclose to Targacept and Aventis Adolor only whether the royalty reports Royalty Statements are correct or incorrect, the basis for its finding incorrect and the specific details concerning any discrepanciesdiscrepancies (such as any amounts due). No other information shall be provided to Adolor. (b) If such based on the report from the accounting firm correctly firm, Adolor concludes that additional royalties Royalties were owed during such period, Aventis Santen shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, Royalties within thirty (30) days after of the date Targacept Adolor delivers to Aventis Santen such accounting firm’s 's written report so correctly concludingand Adolor's conclusions. [********] The fees charged by such accounting firm shall be paid by Adolor, however, if such additional Royalties due for the period are five percent (5%) or more than the amount of Royalties previously reported and paid by Santen for the period, then Santen shall pay the fees charged by such accounting firm. Santen shall promptly reimburse Adolor for any underpayment along with any interest due thereon under Section 2.09. In the event that there was such audit reveals an over-payment by Aventisoverpayment of the amount actually due, Targacept Adolor shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of credit such accounting firm’s written report) return to Aventis the excess amountoverpayment against future Royalties Santen otherwise would pay Adolor. (c) Aventis Santen shall include in require each sublicense granted by it pursuant to this Agreement a provision requiring the Affiliate and Sublicensee to make reports to AventisSanten, to keep and maintain records of sales made pursuant to such sublicense under this Agreement and to grant access to such records by Targacept’s to Adolor's independent accountant to the same extent required by Aventis of Santen under this Agreement. (d) Targacept Adolor shall treat all financial information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm it to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. (a) Lilly will keep and maintain (and to the extent applicable, will cause its Affiliates, and their respective Sublicensees, distributors, assignees and transferees to keep and maintain) proper and complete records and books of account in such form and detail as is necessary for the determination of the amounts payable by Lilly (on behalf of itself and its Affiliates and their respective Sublicensees, distributors, assignees and transferees) to ▇▇▇▇▇▇▇▇▇ under this Agreement and for the purposes of this Agreement. (b) Upon the written request of Targacept ▇▇▇▇▇▇▇▇▇ and not more than once in each calendar yearCalendar Year, Aventis Lilly shall permit an independent certified public accounting firm of nationally recognized standing appointed selected by Targacept▇▇▇▇▇▇▇▇▇ and reasonably acceptable to Lilly, at Targacept’s ▇▇▇▇▇▇▇▇▇’▇ expense, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis Lilly as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year Calendar Year ending not more than thirty-six (36) months prior to the date of such request. Any given period may not be audited more than once. ▇▇▇▇▇▇▇▇▇ may consider in good faith, at its sole discretion and choice, the use of Lilly’s then current external auditor to perform such audit. The accounting firm shall disclose to Targacept ▇▇▇▇▇▇▇▇▇ and Aventis ▇▇▇▇▇ only whether the royalty reports are correct or incorrect, the basis for its finding incorrect and the specific details concerning any discrepancies. No other information shall be provided to ▇▇▇▇▇▇▇▇▇. This right to audit shall remain in effect throughout the life of this Agreement and for a period of three (3) years after the termination of this Agreement. (bc) If such accounting firm correctly concludes that additional royalties were owed identifies a discrepancy made during such period, Aventis the appropriate Party shall pay the additional royalties, with interest from other Party the date originally due at an annual rate equal to amount of the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, discrepancy within thirty (30) days after of the date Targacept ▇▇▇▇▇▇▇▇▇ delivers to Aventis Lilly such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by ▇▇▇▇▇▇▇▇▇ unless the underpayment exceeded the greater of [**] of the amount owed by Lilly to ▇▇▇▇▇▇▇▇▇ for such Calendar Year or ii) [****], in which case, the expense of the audit shall be borne by Lilly. Lilly shall pay interest on the amounts owed to ▇▇▇▇▇▇▇▇▇, said interest shall be calculated as being [**] greater than the U.S. commercial prime rate as published by the Wall Street Journal on the date of the first discrepancy identified in the audit, and shall accrue from the date payments should have been made. In the event that there was an over-payment addition, Lilly shall pay to ▇▇▇▇▇▇▇▇▇ any monetary penalties and/or interest incurred by Aventis▇▇▇▇▇▇▇▇▇ pursuant to Third Party Agreements, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return wherein said monetary penalties and/or interest are incurred due to Aventis the excess amountunderpayments by Lilly. (cd) Aventis Lilly shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to AventisLilly, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s ▇▇▇▇▇▇▇▇▇’ independent accountant to the same extent required by Aventis of Lilly under this Agreement. (de) Targacept ▇▇▇▇▇▇▇▇▇ shall treat all financial information subject to review under this Section 7.10 in accordance with the confidentiality provisions Article 10 of Article 9 this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis Lilly or its Related Parties obligating such firm it to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. (a) 9.3.1 Upon the not less than [***] days prior written request of Targacept and not more than once in each calendar yearNotice to Kyowa Kirin, Aventis shall permit Reata may have an independent certified public accounting firm accountant selected by Reata and reasonably acceptable to Kyowa Kirin, examine during regular business hours the books and records required to be maintained under Section 9.2 of nationally recognized standing appointed by Targacept, Kyowa Kirin and its Permitted Sublicensees at TargaceptReata’s expense, to have access during normal business hours[***], and upon reasonable prior written notice, to such for the sole purpose of the records of Aventis as may be reasonably necessary to verify verifying the accuracy of the royalty Sales Milestone Events and Sales Royalties payable to Reata hereunder and the associated reports hereunder furnished by Kyowa Kirin with respect thereto solely for any calendar year ending not prior periods covering no more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. last [*****] full calendar years. Any amounts shown to be owed but unpaid as a result of such audit shall be paid within [***] In days from the event that there was an over-payment by Aventisaccountant’s report (plus interest on such amounts pursuant to Section 7.6), Targacept unless challenged as provided below. Any amounts shown to have been overpaid shall promptly (but in no event later than thirty (30) be refunded to Kyowa Kirin within [***] days after Targaceptfrom the accountant’s receipt report. Reata shall bear the full cost of such accounting firm’s written reportaudit unless such audit discloses an underpayment of the amount of Sales Royalties actually owed during the applicable Calendar Year of more than [***] percent ([***]%) return or a Sales Milestone Event for which Kyowa Kirin failed to Aventis make the excess amountcorresponding Sales Milestone Payment, in which case Kyowa Kirin shall bear the full out-of-pocket, external cost of such audit. (c) Aventis 9.3.2 If Kyowa Kirin challenges the results of the audit in good faith, Kyowa Kirin shall include in each sublicense granted by it pursuant be entitled at its own cost and expense to this Agreement obtain a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s second independent certified public accountant to confirm the same extent required accuracy of the first audit. If the results of the confirmatory audit are substantially similar to the results of the first audit, any amounts owed or overpaid by Aventis under this Agreement. (d) Targacept the Audited Party shall treat all information subject to review under this Section 7.10 be paid or refunded in accordance with the confidentiality provisions procedures above. If the results of Article 9 and the confirmatory audit are not substantially similar to the results of the first audit, each Party shall cause its accounting firm respective auditors to enter into an acceptable confidentiality agreement identify the discrepancy and to agree on a final amount owed or overpaid (as the case may be) by Kyowa Kirin that shall be final and binding on the Parties. If the auditors cannot resolve the discrepancy, the Parties shall mutually agree on a third independent certified public accountant (the cost of which shall be shared by the Parties) to audit the discrepancy and provide a final amount owed or overpaid (as the case may be) by Kyowa Kirin, which shall be binding on the Parties. The costs of such third audit shall be shared equally by the Parties. Amounts owed or overpaid as determined by such final audit shall be paid or refunded in accordance with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a)procedures above.

Audits. (a) Upon the written request of Targacept CytRx and not more than once in each calendar yearCalendar Year, Aventis SynthRx shall permit an independent certified public accounting firm of nationally recognized standing appointed selected by TargaceptCytRx and reasonably acceptable to SynthRx, at TargaceptCytRx’s expense, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis SynthRx as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) 24 months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis CytRx only whether the royalty reports are correct or incorrect, the basis for its finding incorrect and the specific details concerning any discrepancies. No other information shall be provided to CytRx. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis SynthRx shall pay the additional royalties, with interest from royalties within 30 days of the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept CytRx delivers to Aventis SynthRx such accounting firm’s written report so correctly concluding. [********] In , and will also pay the event that there was an over-payment fees charged by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report. In addition, if the additional royalties found due exceed 5% of the amounts paid, the SynthRx will pay CytRx interest on such additional royalties at the rate of prime rate plus 2% (as published in the Wall Street Journal on the last Friday of the month) return from the date such additional royalties were due to Aventis the excess amountdate such additional royalties are paid. (c) Aventis SynthRx shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee sublicensee to make reports to AventisSynthRx, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by TargaceptCytRx’s independent accountant to the die same extent required by Aventis of SynthRx under this Agreement. Upon the expiration of 24 months following the end of any year, the calculation of royalties payable with respect to such year shall be binding and conclusive upon CytRx, and SynthRx and its sublicensees shall be released from any liability or accountability with respect to royalties for such year. (d) Targacept CytRx shall treat all financial information subject to review under this Section 7.10 4.3.4 or under any sublicense agreement in accordance with the confidentiality provisions of Article 9 this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis SynthRx obligating such firm it to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. Once each calendar year, Anesta shall permit any professionally qualified representatives from an independent firm of accountants appointed by ImmuPharma or CNRS (aas to which Anesta has no reasonable objection) Upon (“Contract Auditor”), upon [**] days advance written notice and subject to such representatives undertaking not to disclose or use any of Anesta’s confidential information (save for the written request purposes set out in this Clause 10.1), access during normal business hours to the premises, accounts, records and relevant documentation for [**] of Targacept Anesta, its Affiliates, Anesta Sub-Licensees and not more than once co-promoters under Clause 3.4, and all thereof shall provide such information and explanations as the Contract Auditor shall reasonably require for the purposes of verifying the statements and reporting to ImmuPharma and CNRS whether the provisions of this Agreement or the Trademark License Agreement are being complied with and the extent to which Anesta has paid any sums due and payable on the terms and conditions of this Agreement or the Trademark License Agreement. ImmuPharma shall pay all costs of the Contract Auditor. For the avoidance of doubt, ImmuPharma shall only be permitted to conduct one audit in each calendar year, Aventis regardless of whether it is conducted pursuant to this Agreement or the Trademark License Agreement. The report by the Contract Auditor to ImmuPharma and CNRS (with a copy to Anesta) shall permit an independent certified public accounting firm not include any confidential information of nationally recognized standing appointed by TargaceptAnesta except to the extent reasonably necessary to report whether or not Anesta, at Targacept’s expenseits Affiliates, to Anesta Sub-Licensees and co-promoters under Clause 3.4, have access during normal business hourscorrectly paid all sums due and payable under this Agreement or the Trademark License Agreement and, if not, the specific details of any discrepancies. Anesta shall keep and retain, and upon reasonable prior written noticeshall ensure that its Affiliates and Anesta Sub-Licensees and co-promoters under Clause 3.4 shall keep and retain, to such accounts, records and documentation for at least three (3) calendar years from the date of the records of Aventis their origin, or such longer period as may be reasonably necessary required by applicable law. The Contract Auditor shall also be permitted to verify take copies and extracts solely for the accuracy purpose of performing the verification exercise contemplated under this Clause 10.1. Such copies and extracts shall be returned to Anesta on completion of the royalty reports hereunder verification exercise and resolution of any issues which have arisen. If the Contract Auditor shall determine that there is an underpayment to ImmuPharma of [**] of the particular amount due under either this Agreement or the Trademark License Agreement for any calendar year ending not more than thirty-six (36) months prior relevant Accounting Period, ImmuPharma shall provide written notice to the date of such request. The accounting firm shall disclose to Targacept Anesta and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis pointsAnesta shall, within thirty (30) calendar days after of the date Targacept delivers written demand by ImmuPharma, pay to Aventis such accounting firm’s written report so correctly concludingImmuPharma the deficient amount (the underpayment) plus Late Payment Interest calculated pursuant to Clause 8.4. If the Contract Auditor shall determine that there is an overpayment by Anesta of [********] In of the event that there was an over-payment by Aventisparticular amount due under either this Agreement or the Trademark License Agreement for any relevant Accounting Period, Targacept Anesta shall promptly (but in no event later than provide written notice to ImmuPharma with reasonable detail. ImmuPharma shall, within thirty (30) calendar days after Targacept’s receipt of such accounting firm’s the written report) return demand by Anesta, pay to Aventis Anesta the excess amount. amount (cthe overpayment) Aventis plus Late Payment Interest described in Clause 8.4. For the avoidance of doubt, the calculation of any underpayment or overpayment shall include not be an aggregate of any underpayment or overpayment in each sublicense granted by it pursuant to this Agreement a provision requiring and any underpayment or overpayment in the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Trademark License Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. (a) Upon During the written request Term and for a period of Targacept […***…] thereafter, CRISPR shall keep, and shall cause Sublicensees to keep, complete and accurate records pertaining to the sale or other disposition of Therapeutic Products and Diagnostic Products by CRISPR and Sublicensees, and shall keep, and shall cause its Affiliated Sublicensees to keep, complete and accurate records pertaining to the receipt of Sublicensing Revenues by CRISPR and its Affiliated Sublicensees, each in sufficient detail to permit EC to confirm the accuracy of all Revenue-Sharing Payments. EC shall have the right to cause an independent, certified public accountant reasonably acceptable to CRISPR to audit such records to confirm Net Sales, Sublicensing [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Revenues and Revenue-Sharing Payments for a period covering not more than once in each calendar year, Aventis shall permit an independent certified public accounting firm of nationally recognized standing appointed by Targacept, at Targacept’s expense, the preceding […***…] years. CRISPR (or the Affiliated Sublicensee to have access be audited) may require such accountant to execute a reasonable confidentiality agreement prior to commencing the audit. Such audits may be conducted during normal business hours, and hours upon reasonable prior written noticenotice to CRISPR, but no more frequently than once per year. No accounting period shall be subject to such of the records of Aventis as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not audit more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. […***…] by EC. Prompt adjustments (including remittances of underpayments or overpayments disclosed by such audit) shall be made by the parties to reflect the results of such audit. […***…] shall bear the full cost of such audit unless such audit discloses an underpayment of […***…] In or more of the event that there was an overamount of Revenue-payment by AventisSharing Payments due under this Agreement, Targacept in which case CRISPR shall promptly (but in no event later than thirty (30) days after Targacept’s receipt bear the full cost of such accounting firm’s written report) return audit. All records, documentation and other information made available by CRISPR or an audited Affiliated Sublicensee to Aventis the excess amount. (c) Aventis shall include in each sublicense granted such independent auditor, or by it CRISPR, an audited Affiliated Sublicensee or such independent auditor to EC, pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records Section 4.4 shall be deemed Confidential Information of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this AgreementCRISPR. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. (a) Upon the written request of Targacept and not more than once in each calendar yeara Product Licensor, Aventis the Product Licensee shall permit an independent certified public accounting firm of nationally recognized standing appointed accountant selected by Targaceptthe Product Licensor and acceptable to the Product Licensee, at Targacept’s expensewhich acceptance shall not be unreasonably withheld, to have access access, at reasonable times and during normal business hours, and upon reasonable prior written notice, to such records of the records of Aventis Product Licensee as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for described herein, in respect of any calendar fiscal year ending not more than thirty-six (36) months [**] prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding Product Licensor and the specific details concerning any discrepancies. (b) If Product Licensee shall use commercially reasonable efforts to schedule all such accounting firm correctly verifications within [**] days after the Product Licensor makes its written request. All such verifications shall be conducted not more than [**]. The report of the Product Licensor's independent certified public accountant shall be made available to both parties. Subject to the Product Licensee's rights under Section 12.6, in the event the Product Licensor's independent certified public accountant concludes that additional royalties were owed to the Product Licensor for such period, the additional royalty shall be paid by the Product Licensee within [**] days of the date the Product Licensor delivers to the Product Licensee such independent certified public accountant's written report so concluding, unless such report contains manifest error. In the event the Product Licensor's independent certified public accountant concludes that there was an overpayment of royalties to the Product Licensor during such period, Aventis the overpayment shall pay be repaid by the additional royalties, with interest from Product Licensor within [**] days of the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis Product Licensor received such accounting firm’s independent certified public accountant's written report so correctly concluding, unless such report contains manifest error. The fees charged by such independent certified public accountant shall be paid by the Product Licensor unless such audit discloses an underpayment of more than [********] In of the event that there was an over-payment by Aventisamount due under this Agreement for the period in question, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt which case the Product Licensee will bear the full cost of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis audit. The Product Licensee shall include in each sublicense granted by it pursuant to this Agreement agreement with each applicable Sublicensee a provision requiring the such Sublicensee to make reports to Aventisthe Product Licensee, to keep and maintain records of sales made pursuant to such sublicense agreement and to grant access to such records by Targacept’s the Product Licensor's independent certified public accountant to the same extent required by Aventis of the Product Licensee under this Agreement. (d) Targacept shall treat . The Product Licensor agrees that all information subject to review under this Section 7.10 in accordance 5.5.8 or under any agreement with a Sublicensee of the confidentiality provisions of Article 9 Product Licensee is confidential and that the Product Licensor shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm independent certified public accountant to retain all such financial information in confidence pursuant confidence. The Product Licensor's independent certified public accountant shall only report to such confidentiality agreement; provided, however, that in no event the Product Licensor as to the computation of the royalties and other payments due to the Product Licensor under this Agreement and shall such confidentiality agreement prevent not disclose to the accounting firm from disclosing to Targacept Product Licensor any other information of the information contemplated by Section 7.10(a)Product Licensee or its Sublicensee.

Audits. (a) Upon During the written request Term and for a period of Targacept […***…] thereafter, Tracr shall keep, and shall cause Sublicensees to keep, complete and accurate records pertaining to the sale or other disposition of Therapeutic Products and Diagnostic Products by Tracr and Sublicensees, and shall keep, and shall cause its Affiliated Sublicensees to keep, complete and accurate records pertaining to the receipt of Sublicensing Revenues by Tracr and its Affiliated Sublicensees, each in sufficient detail to permit EC to confirm the accuracy of all Revenue-Sharing Payments. EC shall have the right to cause an independent, certified public accountant reasonably acceptable to Tracr to audit such records to confirm Net Sales, Sublicensing Revenues and Revenue-Sharing Payments for a period covering not more than once the preceding […***…] years. Tracr (or the Affiliated Sublicensee to be audited) may require such accountant to execute a reasonable confidentiality agreement prior to commencing the audit. Such audits may be conducted during [***] = Certain confidential information contained in each calendar yearthis document, Aventis shall permit an independent certified public accounting firm marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of nationally recognized standing appointed by Targaceptthe Securities Act of 1933, at Targacept’s expense, to have access during as amended. normal business hours, and hours upon reasonable prior written noticenotice to Tracr, but no more frequently than once per year. No accounting period shall be subject to such of the records of Aventis as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not audit more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. […***…] by EC. Prompt adjustments (including remittances of underpayments or overpayments disclosed by such audit) shall be made by the parties to reflect the results of such audit. […***…] shall bear the full cost of such audit unless such audit discloses an underpayment of […***…] In or more of the event that there was an overamount of Revenue-payment by AventisSharing Payments due under this Agreement, Targacept in which case Tracr shall promptly (but in no event later than thirty (30) days after Targacept’s receipt bear the full cost of such accounting firm’s written report) return audit. All records, documentation and other information made available by Tracr or an audited Affiliated Sublicensee to Aventis the excess amount. (c) Aventis shall include in each sublicense granted such independent auditor, or by it Tracr, an audited Affiliated Sublicensee or such independent auditor to EC, pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records Section 4.4 shall be deemed Confidential Information of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this AgreementTracr. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. (a) Upon the written request of Targacept and not more than once in each calendar yearIntrexon, Aventis Fibrocell shall permit an independent certified public accounting firm of nationally internationally recognized standing appointed selected by TargaceptIntrexon, at Targacept’s expenseand reasonably acceptable to Fibrocell, to have access to and to review, during normal business hours, hours and upon reasonable no less than thirty (30) days prior written notice, to such of the applicable records of Aventis as may be reasonably necessary Fibrocell and its Affiliates to verify the accuracy and timeliness of the royalty reports hereunder and payments made by Fibrocell under this Agreement. Such review may cover the records for sales made in any calendar year ending not more than thirty-six three (363) months years prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis both Parties whether the royalty reports are correct or incorrectand/or know-how reports conform to the provisions of this Agreement and/or US GAAP, the basis for its finding as applicable, and the specific details concerning any discrepancies. Such audit may not be conducted more than once in any calendar year. (b) If such accounting firm correctly concludes that additional royalties amounts were owed during such period, Aventis Fibrocell shall pay the additional royaltiesamounts, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis pointsas set forth in Section 5.8, within thirty (30) days after of receipt of the date Targacept delivers to Aventis such accounting firm’s written report so correctly concludingreport. If the amount of the underpayment is greater than five percent (5%) of the total amount actually owed for the period audited, then Fibrocell shall in addition reimburse Intrexon for all costs related to such audit; otherwise, Intrexon shall pay all costs of the audit. In the event of overpayment, any amount of such overpayment shall be fully creditable against amounts payable for the immediately succeeding calendar quarter(s). Portions herein identified by [********] In have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the event that there was an over-payment by AventisSecurities Exchange Act of 1934, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt as amended. A complete copy of such accounting firm’s written report) return to Aventis this document has been filed separately with the excess amountSecurities and Exchange Commission. (c) Aventis Intrexon shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (di) Targacept shall treat all information subject to review that it receives under this Section 7.10 5.6 in accordance with the confidentiality provisions of Article 9 7 and shall (ii) cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis Fibrocell obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent each case except to the accounting firm from disclosing extent necessary for Intrexon to Targacept the information contemplated by Section 7.10(a)enforce its rights under this Agreement.

Audits. (a) 6.4.1 Upon the written request of Targacept AnalytiCon and not more than once in each calendar year[*****], Aventis AnalytiCon shall permit have the right to retain an independent certified public accounting firm of nationally internationally recognized standing appointed standing, selected by TargaceptAnalytiCon and such selection confirmed by Pharvaris (such confirmation not to be withheld unreasonably), at TargaceptAnalytiCon’s expense, to have access during normal business hours, and upon reasonable prior written notice, hours with at least [*****] notice to such of records as the records of Aventis as may be accounting firm reasonably necessary requires to review and verify the correctness, completeness and accuracy of the royalty reports hereunder Quarterly Net Sales and Royalty Reports for any calendar year ending not more than thirty-six (36) months [*****] prior to the date of such requestrequest (“Royalty Audit”). AnalytiCon shall ensure that the Royalty Audit report is provided both to Pharvaris and AnalytiCon immediately upon the completion of the report by the accounting firm. 6.4.2 In the course of any Royalty Audit, the accounting firm shall disclose to AnalytiCon only whether the records are correct, complete and accurate or not and, in case of any incorrectness, incompleteness or inaccuracy, specify the subject matter and extent of such incorrectness, incompleteness or inaccuracy. The accounting firm shall not disclose any further information to Targacept and Aventis whether AnalytiCon, particularly no information that is not required for the royalty reports are correct or incorrectpurpose of the aforementioned review. 6.4.3 lf, in the course of a Royalty Audit, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such periodare to be paid under this License Agreement due to any incorrectness, Aventis incompleteness or inaccuracy of Quarterly Net Sales and Royalty Reports for a term covered by the Royalty Audit, Pharvaris shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, royalties identified within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [*****] following the day on which the Royalty Audit report of the accounting firm is provided to Pharvaris. In case the additional royalties to be paid amount to [*****] In of the event royalties stipulated in the respective Quarterly Net Sales and Royalty Reports for the period covered by the Royalty Audit, Pharvaris instead of AnalytiCon shall bear the reasonable and adequate fees and expenses charged by the accounting firm for the Royalty Audit. 6.4.4 If, in the course of a Royalty Audit, the accounting firm concludes that there was an over-Pharvaris paid more royalties to AnalytiCon than actually owed under this License Agreement, Pharvaris shall be entitled, at its discretion, to (i) either set off any such overpayment against any future royalty payment by Aventis, Targacept shall promptly obligations or (but in no event later than thirty (30ii) days after Targacept’s receipt to demand from AnalytiCon the repayment of such accounting firmoverpayment within one month’s written report) return time following the day on which Pharvaris communicates to Aventis AnalytiCon that it chooses the excess amountrepayment of the overpaid royalties. (c) Aventis shall include in each sublicense granted by it pursuant to 6.4.5 Except for cases of fraud, misrepresentation or any other willful misconduct or gross negligence on behalf of Pharvaris, the calculation of royalties payable under this Agreement a provision requiring shall become finally and irrevocably binding upon the Sublicensee to make reports to Aventis, to keep and maintain records Parties upon the expiration of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to two years following the same extent required by Aventis under this Agreementend of the calendar year in which the royalty payments became due for payment. (d) Targacept 6.4.6 All information provided to AnalytiCon in the course of any Royalty Audit shall treat all be considered confidential information subject to review under this as per Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated be treated accordingly by Section 7.10(a)AnalytiCon.

Audits. (a) Upon BMI shall have the written request of Targacept and not more than once in each calendar yearright, Aventis shall permit an independent certified public accounting firm of nationally recognized standing appointed by Targaceptits duly authorized representatives, at Targacept’s expense, to have access during normal customary business hours, and upon reasonable prior written noticeon notice in writing of not less than ten (10) business days, to such of examine the books and records of Aventis account of LICENSEE to such extent as may be reasonably necessary to verify the accuracy any reports or statements required by this Agreement. All data and information coming to BMI's attention as a result of the royalty reports hereunder for any calendar year ending such examination of LICENSEE's books and records shall be held completely and entirely confidential and shall not more be used by BMI other than thirty-six (36) months prior to the date in connection with its administration of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepanciesthis license. (b) If The period for which BMI may audit pursuant to Sub-paragraph 8(a) hereof shall be limited to four (4) calendar years preceding the year in which the audit is made; provided, that if any audit is postponed at the request of LICENSEE, and BMI grants such accounting firm correctly concludes postponement, BMI shall have the right to audit for the period commencing with the second calendar year preceding the year in which notification of intention to audit was first given by BMI to LICENSEE; provided further that if LICENSEE is late filing an Annual Report, BMI's right to audit shall be extended for a comparable period. (c) In the event that any BMI audit reveals that additional royalties were license fees are owed during such periodto BMI, Aventis LICENSEE shall pay the interest on such additional royalties, with interest license fees of 1½% per month from the date originally due at an annual rate equal date(s) such fees should have been paid pursuant to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within this Agreement. LICENSEE shall pay interest on such additional license fees of 1½% per month beginning thirty (30) days after the date Targacept delivers BMI invoices such additional license fees to Aventis LICENSEE. (d) If LICENSEE disputes all or part of BMI's claim for such accounting firm’s written report so correctly concluding. [********] In the event that there was additional license fees arising from an over-payment by Aventisaudit, Targacept shall promptly (but in no event later than LICENSEE shall, within thirty (30) days after Targacept’s receipt from the date BMI invoices additional fees, (i) notify BMI in writing, of the basis for such accounting firm’s written reportdispute and (ii) return pay to Aventis BMI any license fees not in dispute together with the excess amount. applicable interest on additional license fees not in dispute in accordance with subparagraph (c) Aventis shall include in each sublicense granted by it above. If there is a good faith dispute between LICENSEE and BMI with respect to all or part of the additional license fees which BMI has invoiced pursuant to this Agreement a provision requiring Paragraph, upon resolution of the Sublicensee to make reports to Aventisdisputed amount, to keep and maintain records subparagraph (c) shall govern payment of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreementinterest due; provided, however, that no interest will be charged LICENSEE for the disputed license fees for the period beginning on the date of LICENSEE's written notice to BMI of the dispute and ending sixty (60) days after BMI responds to LICENSEE's notice of the dispute. (e) Interest calculated in no event accordance with this Paragraph and concerning additional license fees which LICENSEE disputes in accordance with subparagraph (d) above shall such confidentiality agreement prevent be adjusted pro-rata to the accounting firm from disclosing amount arrived at by LICENSEE and BMI in resolution of the dispute with respect to Targacept the information contemplated by Section 7.10(a)additional license fees due.

Audits. (ai) Upon Infinity shall keep, and shall require its Affiliates and Sublicensees to keep, complete and accurate records of the written request latest three (3) years relating to gross sales, Net Sales and all underlying revenue and expense data relating to the calculations of Targacept Net Sales and not more than once in each calendar yearpayments required by Section 4. 1. For the sole purpose of verifying amounts payable to MICL, Aventis MICL shall permit have the right annually, at MICL’s expense, to retain an independent certified public accounting firm of nationally recognized standing appointed accountant selected by Targacept, at Targacept’s expenseMICL and reasonably acceptable to Infinity, to have access review such records in the location(s) where such records are maintained by Infinity, its Affiliates and Sublicensees upon reasonable notice and during normal regular business hours, . Such representatives shall execute a suitable confidentiality agreement reasonably acceptable to Infinity prior to conducting such audit. Such representatives shall disclose to each of MICL and upon reasonable prior written notice, to such of the records of Aventis as may be reasonably necessary to verify Infinity only their conclusions regarding the accuracy of royalty payments and of records related thereto. The right to audit any royalty report shall extend for three (3) years from the end of the calendar year in which the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior report was delivered. Each royalty report shall be subject only to the date of one such requestaudit. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis pointsInfinity shall, within thirty (30) days after the date Targacept delivers Parties’ receipt of the audit report, pay MICL the amount of any underpayment revealed by such audit together with interest calculated in the manner provided in Section 4.7. If the underpayment is equal to Aventis or greater than five percent (5%) of the amount that was otherwise due, MICL shall be entitled to have Infinity reimburse MICL’s reasonable out-of-pocket costs of such accounting firm’s written report so correctly concludingreview. [********] In the event that there was an over-payment by AventisMICL shall, Targacept shall promptly (but in no event later than within thirty (30) days after Targacept’s the Parties’ receipt of such accounting firm’s written the audit report) , return to Aventis the excess amountInfinity any overpayment revealed by such audit. (cii) Aventis Infinity shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep complete and maintain accurate records of sales made pursuant to such sublicense its Research and to grant access to such records Development Expenses (as defined in the Strategic Alliance Agreement) reimbursable by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 MICL in accordance with Section 5.1 of the confidentiality provisions Strategic Alliance Agreement. For the sole purpose of Article 9 verifying the Research and Development Funding paid to Infinity pursuant to Section 5.1 of the Strategic Alliance Agreement, MICL shall cause have the right annually (after the completion of any annual comparison of Research and Development Funding to actual Research and Development Expenses), at MICL’s expense, to retain an independent certified public accountant selected by MICL and reasonably acceptable to Infinity, to review the quarterly reports and backup records in the location(s) where such records are maintained by Infinity or its accounting firm to enter into an acceptable Affiliates upon reasonable notice and during regular business hours. Such representatives shall execute a suitable confidentiality agreement with Aventis obligating reasonably acceptable to Infinity prior to conducting such firm audit. Such representatives shall disclose to retain all such financial information each of MICL and Infinity only their conclusions regarding the accuracy of actual Research and Development Expenses and of records related thereto. The right to audit any Research and Development Expenses shall extend for three (3) years from the end of the calendar year in confidence pursuant which the quarterly report relating to such confidentiality agreement; providedexpenses was delivered to MICL in accordance with Section 2.3(a) of the Strategic Alliance Agreement. Each quarterly report shall be subject only to one such audit under this Agreement or the Strategic Alliance Agreement. Infinity shall, howeverwithin thirty (30) days after the Parties’ receipt of the audit report, pay MICL the amount of any overpayment revealed by such audit together with interest calculated in the manner provided in Section 4.7. If the overpayment is equal to or greater than five percent (5%) of the amount that in no event was otherwise due, MICL shall be entitled to have Infinity reimburse MICL’s reasonable out-of-pocket costs of such confidentiality agreement prevent review. Infinity shall, within thirty (30) days after the accounting firm from disclosing Parties’ receipt of the audit report, pay any such overpayment amount to Targacept MICL. MICL shall, within thirty (30) days after the information contemplated Parties’ receipt of the audit report, pay to Infinity any underpayment revealed by Section 7.10(a)such audit.

Audits. (a) Upon the written Each Party may, upon request of Targacept and not more than once in each calendar yearat its expense (except as provided for herein), Aventis shall permit cause an internationally recognized independent certified public accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records of nationally recognized standing appointed the other Party and the correctness of any payment made or required to be made to or by Targacept, at Targacept’s expense, to have access during normal business hourssuch Party, and upon reasonable prior written noticeany report underlying such payment (or lack thereof), to such of the records of Aventis as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior pursuant to the date terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee obligating the Audit Team to be bound by obligations of confidentiality and restrictions on use of such request. The accounting firm shall disclose to Targacept and Aventis whether Confidential Information that are no less restrictive than the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepanciesobligations set forth in Article XI. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay In respect of each audit of the additional royalties, with interest from Auditee’s books and records: (i) the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. Auditee may be audited only [**], (ii) no records for any given year for an Auditee may be audited more than [****]; provided that the Auditee’s records shall still be made available if such records impact another financial year which is being audited, and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the [**] In Calendar Years prior to the event that there was an over-payment by Aventis, Targacept shall promptly (but Calendar Year in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis which the excess amountaudit request is made. (c) Aventis In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall include in each sublicense granted provide the Auditee with notice of [**] proposed dates of the audit not less than [**] days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by it pursuant to this Agreement a provision requiring an Audit Team shall be made available first for review and comment by the Sublicensee to make reports to AventisAuditee, and the Auditee shall have the right, at its expense, to keep request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [**] days after the first determination is provided to such Auditee and maintain records to be limited to the disputed matters). Such Audit Team shall not disclose to the Audit Rights Holder any information relating to the business of sales the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to the Audit Rights Holder to the extent necessary to verify the payments required to be made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under terms of this Agreement. (de) Targacept If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall treat all information be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate set forth in Section 9.13) to the underpaid or overcharged Party within [**] days after receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [**] percent ([**]%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [**] days after receiving appropriate invoices and other support for such audit-related costs. (f) For the purposes of the audit rights described herein, an individual Party subject to review under this Section 7.10 an audit in accordance with any given year will be referred to as the confidentiality provisions “Auditee” and the other Party who has certain and respective rights to audit the books and records of Article 9 and shall cause its accounting firm the Auditee will be referred to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent as the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a)“Audit Rights Holder.”

Audits. (a) Upon the written request of Targacept and not more than once in each calendar yearAmbrx, Aventis shall Elanco will permit an independent certified public accounting firm of nationally recognized standing appointed accountant selected by TargaceptAmbrx and acceptable to Elanco, at Targacept’s expensewhich acceptance will not be unreasonably withheld or delayed, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis Elanco as may be reasonably necessary to verify the accuracy of the royalty reports financial records (including, without limitation, payment reports) of Elanco relating to amounts paid or payable to Ambrx hereunder for in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept Except as described in the next paragraph, all such audits will be conducted at the expense of Ambrx and Aventis whether not more than once in each calendar year. In the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If event such accounting firm correctly accountant concludes that additional royalties payments of any kind as required by this Agreement were owed to Ambrx during such period, Aventis shall pay the additional royalties, with interest from amounts will be paid within 90 (ninety) days of the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept Ambrx delivers to Aventis Elanco such accounting firmaccountant’s written report so correctly concluding. The fees charged by such accountant will be paid by Ambrx, unless the audit discloses that the amounts payable by Elanco for the audited period are more than [***] of the amounts actually paid for such period and more than [*****] In ], in which case Elanco will pay the event that there was an over-payment reasonable fees and expenses charged by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall accountant. Elanco will include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee sublicensee to make reports to AventisElanco, to keep and maintain sufficient records of Product sales made and Net Sales pursuant to such sublicense sublicense, and to grant access to such records by Targacept’s Ambrx’ independent accountant to the same extent required by Aventis of Elanco under this Agreement. . Upon the written request of Elanco, Ambrx will permit an independent certified public accountant selected by Elanco and acceptable to Ambrx, which acceptance will not be unreasonably withheld or delayed, to have access during normal business hours to such of the records of Ambrx as may be reasonably necessary to verify the accuracy of the financial records hereunder in respect of any calendar year ending not more than thirty-six (d36) Targacept shall treat months prior to the date of such request. Except as described in the next paragraph, all such audits will be conducted at the expense of Elanco and not more than once in each calendar year. In the event such accountant concludes that amounts reimbursed to Ambrx by Elanco during such period exceeded the amounts approved in writing in advance by Elanco pursuant to Section 4.9(c) and out-of-pocket expenses approved by Elanco pursuant to Section 4.17, the amount of the excess expenses will be paid to Elanco within ninety (90) days of the date Elanco delivers to Ambrx such accountant’s written report so concluding. The fees charged by such accountant will be paid by Elanco, unless the audit discloses that the amounts paid by Elanco to Ambrx for the audited period are more than [***] of the amount of the expenses approved by Elanco for such period and more than [***], in which case Ambrx will pay the reasonable fees and expenses charged by such accountant. The Parties agree that all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 5.10 or under any sublicense agreement is confidential and shall that it will cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm accountant to retain all such financial information in confidence pursuant confidence. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a)omitted portions.

Audits. Upon sixty (a60) Upon the days prior written request of Targacept by Palomar or MGH, Cynosure and not more than once in each calendar year, Aventis Cynosure Affiliates shall permit an a certified, independent certified public accounting firm of nationally recognized standing appointed accountant selected by Targacept, at Targacept’s expense, Palomar or MGH to have access during normal business hours, at Cynosure and upon reasonable prior written noticesuch Cynosure Affiliate’s premises, to such of the records of Aventis Cynosure and Cynosure Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports and payments hereunder for Sales of Licensed Products by Cynosure and Cynosure Affiliates on or after October 1, 2006. Palomar may make such a request not more than once in respect of any calendar year ending and such request may not more than thirty-six (36) months prior apply to any periods outside of the date period of time that the appropriate records are required to be kept hereunder in accordance with Section 4.9. In the event that such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly accountant concludes that additional royalties were are owed during such for the audited period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, royalty shall be paid within thirty (30) days after of the date Targacept Palomar delivers to Aventis Cynosure such accounting firmaccountant’s written report so correctly concluding, together with interest calculated in the manner provided by Section 4.11. [********] In The fees charged by such accountant shall be paid by Palomar or MGH unless the event audit discloses that there was an over-payment the royalties payable by AventisCynosure for the audited period are at least fifty thousand dollars (U.S. $50,000) more than the royalties actually paid for such period, Targacept in which case Cynosure shall promptly (but in no event later than thirty (30) days after Targaceptpay the reasonable fees and expenses charged by such accountant. Palomar agrees that such accountant’s receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep report and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and 4.10 is confidential, that it shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm accountant to retain all such financial information in confidence, and that it shall not provide such information to MGH unless MGH agrees to retain all such information in confidence. Palomar hereby covenants and agrees that Palomar may not use any such information for any purpose other than determining whether Cynosure or any Cynosure Affiliate has complied with their obligations under, and enforcing the terms of, this Agreement. Palomar further agrees that, until such time as such information is no longer confidential through no fault of Palomar, it shall maintain such information in confidence pursuant to such confidentiality agreement; provided, however, that and treat it in no a manner at least as restrictive as the manner in which Palomar treats its own confidential information of similar nature and in any event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a)not less than with a reasonable degree of care.

Audits. (a) 5.3.1 Upon the written request of Targacept Licensor and not more than once in each calendar year, Aventis Licensee and its Affiliates shall permit an independent certified public accounting firm of nationally recognized standing appointed selected by TargaceptLicensor and reasonably acceptable to Licensee, at Targacept’s Licensor's expense, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the financial records of Aventis Licensee and its Affiliates as may be reasonably necessary to verify the accuracy of the royalty payment reports hereunder for any the eight (8) calendar year ending not more than thirty-six (36) months quarters immediately prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis request (other than records for its finding and the specific details concerning any discrepancieswhich Licensor has already conducted an audit under this Section). (b) 5.3.2 If such accounting firm correctly concludes that additional royalties amounts were owed during such the audited period, Aventis Licensee shall pay the such additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, amounts within thirty (30) days after the date Targacept Licensor delivers to Aventis Licensee such accounting firm’s 's written report so correctly concluding. The fees charged by such accounting firm shall be paid by Licensor; provided, however, if the audit discloses that the royalties paid by Licensee for such period were more than seven percent (7%) below the royalties actually due and payable for such period, then Licensee shall pay the reasonable fees and expenses charged by such accounting firm. ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [********] In the event that there was an over-payment by Aventis], Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amountBE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. (c) Aventis 5.3.3 Licensor shall include in each sublicense granted by it pursuant cause its accounting firm to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat retain all financial information subject to review under this Section 7.10 5.3 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreementstrict confidence; provided, however, that in no event Licensee shall have the right to require that such confidentiality accounting firm, prior to conducting such audit, enter into an appropriate non-disclosure agreement prevent the with Licensee regarding such financial information. The accounting firm from disclosing shall disclose to Targacept Licensor only whether the reports are correct or not and the amount of any discrepancy. No other information contemplated by Section 7.10(a).shall be shared. Licensor shall treat all such financial information as Licensee's Confidential Information

Audits. CLIENT and Novartis shall have audit rights with respect to VCS’ records described in this Section 4.6(b). i. CLIENT or Novartis (ain such capacity, the “Audit Rights Holder”) Upon may, upon request and at its expense (except as provided for herein), cause an internationally-recognized independent accounting firm selected by it, other than one to whom VCS (in such capacity, the written request “Auditee”) has a reasonable objection (the “Audit Team”), to audit (at CLIENT’s or Novartis’ sole cost and expense, except as otherwise set forth in subsection (v) below) during ordinary business hours the books and records of Targacept the Auditee and not the correctness of any payment made or required to be made to or by such Auditee, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee. ii. In respect of each audit of the Auditee’s books and records: (i) the Auditee may only be audited once per calendar year, unless a prior audit reveals any material discrepancy, in which case, more frequent audits will be permitted; (ii) no records for any given Agreement Year may be audited more than once for the same purpose, unless a prior audit reveals any material discrepancy, in each which case, more frequent audits will be permitted; and (iii) the Audit Rights Holder shall only be entitled to audit books and records of the Auditee from the three (3) Agreement Years prior to the Agreement Year in which the audit request is made. iii. In order to initiate an audit for a particular Agreement Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder shall provide the Auditee with notice of one or more proposed dates of the audit not less than 30 calendar yeardays prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall reasonably cooperate with such audit. iv. The audit report and basis for any determination by an Audit Team shall be made available for review and comment by the Auditee, Aventis and the Auditee shall permit an independent certified public accounting firm of nationally recognized standing appointed by Targacepthave the right, at Targacept’s its expense, to have access during normal business hours, and upon reasonable prior written notice, request a further determination by such Audit Team as to such of matters which the records of Aventis as may Auditee disputes (to be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not completed no more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) 30 calendar days after the date Targacept delivers first determination is provided to Aventis Auditee and to be limited to the disputed matters). If the parties disagree as to such further determination, the Audit Rights Holder and the Auditee shall mutually select an internationally-recognized independent accounting firm’s written report so correctly concludingfirm that shall make a final determination as to the remaining matters in dispute that shall be binding upon the parties. v. If the audit shows any under-reporting or underpayment, or overcharging by any party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging party shall remit such underpayment or reimburse such overcompensation to the underpaid or overcharged party within *** calendar days of receiving the audit report. [Further, if the audit for an Agreement Year shows an under-reporting or underpayment or an overcharge by any party for that period in excess of *** percent (***%) of the amounts properly determined, the underpaying or overcharging party, as the case may be, shall reimburse the applicable underpaid or overcharged party, for its respective audit fees and reasonable out-of-pocket expenses in connection with said audit, which reimbursement shall be made within *****] In the event that there was an over* calendar days of receiving appropriate invoices and other support for such audit-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amountrelated costs. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. 3.3.1 VIVUS or FemPharm (athe “Auditing Party”) Upon the written request may at its cost have any report referred to in Section 3.2 verified as set forth below by a reputable firm of Targacept and not more than once in each calendar year, Aventis shall permit an independent chartered accountants or certified public accounting firm of nationally recognized standing appointed accountants nominated by Targacept, at Targacept’s expense, to have access during normal business hoursAuditing Party, and upon reasonable prior written noticereasonably acceptable to KVP, to provided the Auditing Party completes such of the records of Aventis as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than verification within thirty-six (36) months of the end of the Royalty Period to which the verification relates. Upon not less than ten (10) Business Days’ prior written notice given by the Auditing Party to KVP, KVP will provide the accountants with access during KVP’s normal business hours to the date revenue and sales records of KVP and its Affiliates sufficient for the purposes of verifying the reports referred to in Section 3.2 and for the purpose of verifying the amount of royalties paid hereunder. KVP may request that, at its expense, a representative or agent familiar with its record keeping systems be present at the audit to assist in the audit. A copy of the auditor’s report shall be provided to KVP at the same time it is provided to the Auditing Party. Such audits will be at the expense of the Auditing Party, except that if such audit establishes that the amount owed by KVP for the audited period exceeds the amount actually paid by more than [***] ([***]), then KVP will pay the Auditing Party’s actual out of pocket costs of such request. audit. 3.3.2 The accounting firm shall accountants appointed under Section 3.3.1 are not authorized to, and will not, disclose to Targacept the Auditing Party any information other than the accuracy or inaccuracy of the reports to be verified and Aventis whether will be required to execute a reasonable confidentiality agreement with KVP. In addition, the Auditing Party may share any such report of the auditor in confidence with FemPharm or VIVUS, as applicable. 3.3.3 Should it be established from any report and verification referred to in this Section 3.3 that the royalties which should have been paid in respect of any Royalty Period to which the report and verification relates are more or less than the royalties actually paid then the difference will be remitted: (a) to VIVUS (in the case of the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies.paid being less than that which should have been paid) within seven (7) Business Days; or (b) If such accounting firm correctly concludes to KVP (in the case of the royalty paid being more than that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate which should have been paid) within three (Libor3) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after TargaceptBusiness Days of VIVUS’s receipt of such accounting firm’s written report) return to Aventis the excess amountfrom FemPharm. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. (a) Upon the [***] ([***]) [***] prior written request of Targacept Inhibrx and not more than once [***] in each calendar yearYear, Aventis Licensee shall permit an independent certified public accounting firm of nationally recognized standing appointed selected by TargaceptInhibrx, at TargaceptInhibrx’s expense, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis Licensee as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year Year ending not more than thirty-six (36) months prior [***] to the date of such request; provided that if Inhibrx has timely commenced an audit with respect to any earlier time period and such audit shall be pending or its results disputed, Inhibrx shall have continued access to the records of such earlier time period. The accounting firm shall disclose to Targacept and Aventis Inhibrx whether the royalty reports are correct or incorrect, the basis for its finding and amount of any royalty discrepancy, as well as the specific details concerning any discrepanciescalculation of the foregoing. (b) If such accounting firm correctly concludes that additional royalties were owed identifies an underpayment made by Licensee during such period, Aventis Licensee shall pay Inhibrx one hundred percent (100%) of the additional royalties, amount of such underpayment (along with interest from in accordance with Section 5.5.2) within [***] ([***]) [***] of the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept Inhibrx delivers to Aventis Licensee such accounting firm’s written report so correctly concluding, or as otherwise agreed upon in writing by the Parties. Inhibrx shall pay the fees charged by such accounting firm; provided, however, if such audit uncovers an underpayment by Licensee that exceeds [***] ([***]) of the total payment due for the period under audit, then Licensee shall pay the fees of such accounting firm whether previously paid by Inhibrx or then due. In the event that the accounting firm uncovers an overpayment by Licensee, then Licensee shall credit one hundred percent (100%) of the amount of such overpayment against any payments owing in the Quarter following the Quarter in which such audit was completed, and future payments hereunder to be adjusted accordingly on a carry-forward basis until such overpayment amount has been fully credited against amounts owing to Inhibrx, or if no further amounts are owing to Inhibrx, Inhibrx shall refund such overpayment amount to Licensee within [***] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30[***]) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amount[***]. (c) Aventis Licensee shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee sublicensee to make reports to AventisLicensee, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by TargaceptInhibrx’s independent accountant to the same extent required by Aventis of Licensee under this Agreement. (d) Targacept Inhibrx shall treat all financial information subject to review under this Section 7.10 5.4.5 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of Article 9 this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis Licensee or its Affiliates obligating such firm it to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (a) Upon At any given point in time, QUARK will have on file and will require its Affiliates and Sublicensees to have on file complete and accurate records for the written request last [ * ] of Targacept and not more than once in all Net Sales of Licensed RNAi Products (including associated data). ALNYLAM will have the right, [ * ] during each calendar year[ * ] period, Aventis shall permit to retain at its own expense an independent qualified certified public accounting firm of nationally recognized standing appointed by Targaceptaccountant reasonably acceptable to QUARK to review such records upon reasonable notice, at Targacept’s expense, to have access during normal regular business hours. If the audit demonstrates that the payments owed under this Agreement have been understated, and upon reasonable prior written notice, QUARK will pay the balance to ALNYLAM together with interest on such amounts from the date on which such payment obligation accrued at a rate equal to [ * ]. If the underpayment is greater than [ * ] of the records of Aventis as may be reasonably necessary to verify the accuracy amount owed, then QUARK will reimburse ALNYLAM for its reasonable out-of-pocket costs of the royalty reports hereunder for any calendar year ending not more than thirty-six audit. If the audit demonstrates that the payments owed under this Agreement have been overstated, ALNYLAM will credit the balance against the next payment due from QUARK (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancieswithout interest). (b) If such accounting firm correctly concludes QUARK shall require that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but terms of any sublicense under its rights in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement are fully in compliance with the terms and conditions of the in-licenses governing ALNYLAM’s rights under the ALNYLAM Patent Rights identified on Exhibit B, including without limitation, all obligations with respect to maintenance of records and audit rights. ALNYLAM will provide QUARK in a provision requiring the Sublicensee timely manner with a true and complete copy (subject to make reports redaction of financial and other information not material to Aventis, ALNYLAM’s ability to keep and maintain records of sales made pursuant sublicense rights licensed thereunder to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis QUARK under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a)in-licenses.

Audits. (a) Upon 10.3.1 During the term of this Agreement, duly-authorized employees, agents and representatives of Corcept shall be granted access to the Facility once per calendar year as per the terms of the Quality Assurance Agreement for the purpose of inspecting and verifying that PharmaForm is complying with Applicable Laws, the Specifications and the Batch records. PharmaForm shall make all records regarding its performance under this Agreement reasonably available for inspection by Corcept at such audits, as well as any records relating to performance of any third parties that are performing under this Agreement or supplying materials or ingredients to be used in the performance of this Agreement. Corcept [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. shall have the right to perform additional audits as mutually agreed, with PharmaForm’s consent not being unreasonably withheld, solely to the extent necessary to address specific quality problems with the Product, however such problems are identified. Corcept shall also have the right to verify the quantity of Corcept Starting Materials remaining, any Product on-site and any materials owned by Corcept at PharmaForm. PharmaForm shall cooperate with the auditors for a reasonable length of time. Furthermore, PharmaForm shall submit to inspections by any Regulatory Authority as may be required by Applicable Law or requested by such Regulatory Authority. In the event that deficiencies in meeting with the requirements of this Agreement are discovered by Corcept or such Regulatory Authority and reported to PharmaForm, PharmaForm shall respond within a reasonable period of time to Corcept with a written request plan for corrective action, and shall execute such plan as mutually agreed or as required by Applicable Law. 10.3.2 During the term of Targacept this Agreement and not more than once in each calendar yeara twelve month period, Aventis subsequent to [***] and during a year in which the Parties have agreed to an increase in Price, PharmaForm agrees that Corcept shall permit an independent certified public accounting firm of nationally recognized standing appointed by Targacepthave the right, on at least [***] business days’ written notice, at TargaceptCorcept’s own expense, to have access during normal business hoursan independent, third party licensed CPA, reasonably acceptable to PharmaForm, to audit PharmaForm’s books and records pertaining to the acquisition of all raw materials, regulatory compliance costs, and upon reasonable prior written notice, allocated labor directly associated with manufacturing and processing of Product in conjunction to such supply price adjustment under Section 4.2. Audits of the records of Aventis as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more this nature will take place during regular business hours and last no longer than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies10 business days. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. (a) Upon At any given point in time, QUARK will have on file and will require its Affiliates and Sublicensees to have on file complete and accurate records containing all data necessary for the written request calculation of Targacept the amounts payable by it to ALNYLAM pursuant to this Agreement. Such records and not more than once in books of account shall be kept for [ * ] following the end of the calendar year to which they relate. ALNYLAM will have the right, [ * ] during each calendar year[ * ] period, Aventis shall permit to retain at its own expense an independent qualified certified public accounting firm of nationally recognized standing appointed by Targacept, at Targacept’s expense, accountant reasonably acceptable to have access QUARK to review such records upon reasonable notice during normal regular business hours, and upon reasonable prior written noticesubject to the confidentiality terms set forth in this Agreement. If the audit demonstrates that the payments owed under this Agreement have been understated, QUARK will pay the balance to ALNYLAM together with interest on such amounts from the date on which such payment obligation accrued at a rate equal to [ * ] If the underpayment is greater than [ * ] of the records of Aventis as may be reasonably necessary to verify the accuracy amount owed, then QUARK will reimburse ALNYLAM for its reasonable out-of-pocket costs of the royalty reports hereunder for any calendar year ending not more than thirty-six audit. If the audit demonstrates that the payments owed under this Agreement have been overstated, ALNYLAM will credit the balance against the next payment due from QUARK (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancieswithout interest). (b) If QUARK shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of the CRT Agreement governing ALNYLAM’s rights under the ALNYLAM Patent Rights-CRT, including without limitation, all obligations with respect to maintenance of records and audit rights. ALNYLAM will provide QUARK in a timely manner with a true and complete copy (subject to redaction of financial and other information not material to ALNYLAM’s ability to sublicense rights licensed thereunder to QUARK under this Agreement) of all such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30in-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amountlicenses. (c) Aventis QUARK shall include in each sublicense granted by it pursuant use reasonable efforts to this Agreement a provision requiring allow CRT the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant same access to such QUARK’s books and records by Targaceptas it has to ALNYLAM’s independent accountant to books and records under the same extent required by Aventis under this CRT Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. During the Term and for a period of [***] (a[***]) Upon years thereafter, at the written request and expense of Targacept and not more than once in each calendar yearOrexigen under this Article 7, Aventis Takeda shall permit an independent independent, certified public accounting firm accountant of nationally recognized standing appointed by TargaceptOrexigen, and reasonably acceptable to Takeda, at Targacept’s expense, to have access during normal business hours, reasonable times and upon reasonable prior written notice, to such of the records of Aventis as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not but in no case more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [***] per Calendar Year thereafter, to examine such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any royalty payment made under this Agreement for any period within the *** 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. preceding [***] In ([***]) Calendar Years. Results of any such examination shall be made available to both Takeda and Orexigen. The independent, certified public accountant shall disclose to Orexigen only the royalty amounts which the independent auditor believes to be due and payable hereunder to Orexigen, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Takeda’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party other than a party to an Upstream Agreement as required under the Upstream Agreements. If, as a result of any inspection of the books and records of Takeda, it is shown that payments received by Orexigen under this Agreement were less than the amount which should have been received, then Takeda shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within [***] ([***]) days. Orexigen shall pay for such audits, except that in the event that there was an over-payment Takeda underpaid royalty payments by Aventismore than [***] percent ([***]%)[***] during the period in question as per the audit, Targacept Takeda shall promptly (but in no event later than thirty (30) days after Targaceptpay the reasonable costs of the audit. Takeda acknowledges and agrees that ▇▇▇▇▇ shall have the right to audit Orexigen’s receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 books in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by this Section 7.10(a)7.7.

Audits. (a) Upon Kadmon shall have the written request of Targacept right, at its own expense and not no more than once in each calendar year, Aventis shall permit an independent certified public accounting firm of nationally recognized standing appointed by Targacept, at Targacept’s expenseper year (except for cause), to have access during normal business hoursan independent, certified public accountant, selected by Kadmon and reasonably acceptable to Jinghua, review all records maintained in accordance with Section 7.10 upon reasonable notice and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments required and made under this Agreement within the prior written notice, to such of the records of Aventis as *** month period. No quarter may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not audited more than thirty-six (36) months prior one time. Jinghua shall receive a copy of each audit report promptly from Kadmon. Should the inspection lead to the date discovery of such request. The accounting firm shall disclose a discrepancy to Targacept and Aventis whether the royalty reports are correct or incorrectKadmon’s detriment, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis Jinghua shall pay the additional royaltiesamount of the discrepancy in Kadmon’s favor plus interest accrued, with interest compounded semi-annually from the date originally due at an annual rate equal to day the 30-day London Interbank Offered Rate (Liborrelevant payment(s) plus fifty (50) basis pointswere due, within thirty (30) *** days after being notified thereof. Kadmon shall pay the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [full cost of the inspection unless the discrepancy is greater than ***, in which case Jinghua shall pay to Kadmon the actual cost charged by such accountant for such inspection. If such audit shows a discrepancy in 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 *****] In , HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION Jinghua’s favor, then Jinghua may credit the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt amount of such accounting firm’s written report) return discrepancy against subsequent amounts owed to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to AventisKadmon, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis or if no further amounts are owed under this Agreement, then Kadmon shall pay Jinghua the amount of the discrepancy without interest within *** days after being notified thereof. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. Biocon shall keep (aand shall cause its Affiliates to keep) Upon complete and accurate records pertaining to the written request Manufacture of Targacept Clinical Material in sufficient detail to permit Equillium to confirm the accuracy of all Cost of Goods and supply price determinations, for at least […***…] following the end of the calendar year to which they pertain. Equillium shall have the right, once annually, to cause an independent, certified public accountant of international standing and reasonably acceptable to Biocon to audit such records solely to confirm Costs of Goods and supply price determinations for a period covering not more than once in each the preceding […***…]. No calendar year, Aventis year shall permit an independent certified public accounting firm of nationally recognized standing appointed by Targacept, at Targacept’s expense, be subject to have access audit under this section more than once. Such audits may be exercised during normal business hours, and hours upon reasonable at least […***…] prior written notice, notice to such of Biocon in the location where the records of Aventis are maintained. The auditor will execute a reasonable written confidentiality agreement with Biocon and will disclose to Equillium only such information as may be is reasonably necessary to verify provide Equillium with information regarding any actual or potential discrepancies between Cost of Goods reported and supply prices invoiced, on the accuracy one hand, and amounts paid or payable under this Agreement. The auditor will send a copy of the royalty reports hereunder report to Biocon at the same time it is sent to Equillium. The report sent to both parties will include the methodology and calculations used to determine the results. Prompt adjustments shall be made by the parties to reflect the results of such audit. Equillium shall bear the full cost of such audit unless such audit discloses an overpayment by Equillium of more than […***…]% of the amount due for any calendar year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept , in which case, Biocon shall treat all information subject bear the full cost of such audit and Equillium shall deduct the amount of such overpayment from amounts otherwise owed to review Biocon under this Section 7.10 in accordance with Agreement. If such audit discloses an underpayment by Equillium, then Equillium will promptly remit the confidentiality provisions amount of Article 9 and shall cause its accounting firm such underpayment to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a)Biocon.

Audits. (a) Upon Each Party shall have the written request of Targacept and right (but not more than once in each calendar year, Aventis shall permit the obligation) to engage an independent certified public accounting firm of nationally recognized standing appointed by Targaceptauditor to conduct (and such Party shall be permitted to cause such independent auditor to so conduct), at Targaceptsuch Party’s sole cost and expense, to have access during normal business hoursaudits (each, and upon reasonable prior written notice, to such an “External Audit”) of the records of Aventis as may be reasonably necessary other Party to verify confirm: the accuracy of the royalty reports hereunder for Quarterly Statements and any calendar year ending not more than thirty-six (36) months prior financial, operating and market data used to determine the Aggregate Quarterly Fees. The Party causing the External Audit to be conducted is referred to herein as the “Requesting Party,” and the Party that that is the subject of the External Audit is referred to herein as the “Audited Party.” The scope of the External Audit referred to in the preceding sentence shall be set forth in an auditor’s review instruction letter that the Requesting Party shall provide to the date auditor performing such External Audit (such auditor, the “External Auditor”). Any External Audit conducted pursuant to this Section 8.2 shall be conducted by an independent, external, internationally-recognized firm as mutually agreed upon by the Parties with appropriate qualifications and experience in conducting audits of this nature. Before beginning an External Audit, the External Auditor shall execute a confidentiality agreement with the Audited Party, the terms of which shall not frustrate or impede the purpose of the External Audit or the disclosure of the results thereof to the Requesting Party; provided, that if the External Auditor has executed a confidentiality agreement in accordance with this Section 8.2(a) during the Term and such confidentiality agreement remains in full force and effect, the External Auditor shall not be required to reexecute a second confidentiality agreement. The External Auditor shall create a detailed written report of the results and findings of each External Audit, and simultaneously provide copies of the report to both eBay and PayPal; provided, that such report shall not contain any Highly Sensitive Information that, if disclosed to the Requesting Party, would cause the Audited Party competitive harm, and shall not disclose any information to the extent disclosure of such request. The accounting firm shall disclose information to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepanciesRequesting Party would violate applicable Law. (b) If The Requesting Party may, through an External Auditor, conduct External Audits under Section 8.2(a) no more than once per Calendar Year. The External Auditor shall conduct all audits during normal business hours and shall endeavor to conduct them in a manner that does not unreasonably interfere with the Audited Party’s business operations. The Audited Party shall reasonably cooperate with the External Auditor in connection with any External Audit, including by providing the External Auditor with access to financial and accounting books and statements, management and operating data, records, accounts, financial statements and management Personnel and other Personnel, but only as reasonably necessary for the purposes of the External Audit, and ensure that its Personnel cooperate with any such accounting firm correctly concludes that External Audit and all other reasonable requests by the External Auditor for additional royalties were owed during information or documentation required to complete such period, Aventis External Audit. The Audited Party shall pay the additional royalties, with interest from the date originally due at an annual rate equal not be required pursuant to this Section 8.2 to disclose to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after External Auditor any information to the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt extent disclosure of such accounting firm’s written report) return information to Aventis the excess amountExternal Auditor would violate applicable Law. (c) Aventis shall include If an audit by a Governmental Authority having jurisdiction over either Party results in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant finding that either Party is not in compliance with any generally accepted accounting principle or other audit or accounting requirement or any Law relating to the same extent required by Aventis performance of its obligations under this Agreement, the Party that is found to be non-compliant shall, at its own expense and within the time period specified by such Governmental Authority auditor, address and resolve the deficiencies identified by such Governmental Authority. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. (a) 7.8.1 Upon the written request of Targacept Translate Bio, Sanofi shall, and not more than once in each calendar yearshall cause its Affiliates and Sublicensees to, Aventis shall permit an independent certified public accounting firm of nationally recognized standing appointed accountant selected by Targacept, at Targacept’s expense, Translate Bio and reasonably satisfactory to Sanofi (the “Accountant”) to have reasonable access upon reasonable prior notice and during normal business hours, and upon reasonable prior written noticebut no more than [**], to such of review the books and records of Aventis as may be reasonably necessary to verify Sanofi and/or the relevant Affiliate and/or Sublicensee solely for the purpose of determining the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding provided by Sanofi and the specific details concerning any discrepancies. payments due or made hereunder (b) an “Audit”). If such accounting firm correctly the Accountant concludes that additional royalties were owed during such periodany payment (or portion thereof) was not paid when due, Aventis Sanofi shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, underpaid amount within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [******] after receipt of an invoice therefor. The Audit shall be at Translate Bio’s expense unless the Accountant determines that any royalty payment was underpaid by [**] In percent ([**]%) or more of the event amount that there was should have been paid for the audited period, in which case Sanofi shall reimburse Translate Bio for the reasonable Out-Of-Pocket Costs of the Audit. Translate Bio may conduct an over-payment by Aventis, Targacept shall promptly (but in Audit covering no event later more than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amount[**]. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring 7.8.2 Upon the Sublicensee to make reports to Aventiswritten request of Sanofi, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 Translate Bio shall, and shall cause its accounting firm Affiliates to, permit an Accountant to enter into an acceptable confidentiality agreement have reasonable access upon reasonable prior notice and during normal business hours, but no more than [**], to review the books and records of Translate Bio and its Affiliates solely for the purpose of determining the accuracy of Translate Bio’s invoicing of any monies paid or to be paid by Sanofi to Translate Bio in accordance with Aventis obligating such firm Section 7.1. If the Accountant concludes that Translate Bio has overstated or understated its FTE Costs, Out of Pocket Costs or Manufacturing Costs in any calendar quarter then Translate Bio shall adjust its invoice in the next calendar quarter by the amount specified by the Accountant and if there are no further monies payable by Sanofi to retain all such financial information in confidence pursuant Translate Bio under Section 7.1 then Sanofi may set off any overpaid amount against payments to such confidentiality agreement; provided, however, that in no event Translate Bio under Article 7. Sanofi’s audit rights under this Section 7.8.2 shall such confidentiality agreement prevent expire on the accounting firm from disclosing to Targacept [**] anniversary of the information contemplated by Section 7.10(a)end of the Collaboration Term.

Audits. (a) Upon At any given point in time, QUARK will have on file and will require its Affiliates and Sublicensees to have on file complete and accurate records containing all data necessary for the written request calculation of Targacept the amounts payable by it to ALNYLAM pursuant to this Agreement. Such records and not more than once in books of account shall be kept for [ * ] years following the end of the calendar year to which they relate. ALNYLAM will have the right, [ * ] during each calendar year[ * ] period, Aventis shall permit to retain at its own expense an independent qualified certified public accounting firm of nationally recognized standing appointed by Targacept, at Targacept’s expense, accountant reasonably acceptable to have access QUARK to review such records upon reasonable notice during normal regular business hours, and upon reasonable prior written noticesubject to the confidentiality terms set forth in this Agreement. If the audit demonstrates that the payments owed under this Agreement have been understated, QUARK will pay the balance to ALNYLAM together with interest on such amounts from the date on which such payment obligation accrued at a rate equal to [ * ]. If the underpayment is greater than [ * ] of the records of Aventis as may be reasonably necessary to verify the accuracy amount owed, then QUARK will reimburse ALNYLAM for its reasonable out-of-pocket costs of the royalty reports hereunder for any calendar year ending not more than thirty-six audit. If the audit demonstrates that the payments owed under this Agreement have been overstated, ALNYLAM will credit the balance against the next payment due from QUARK (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancieswithout interest). (b) If QUARK shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of the CRT Agreement governing ALNYLAM’s rights under the ALNYLAM Patent Rights-CRT, including without limitation, all obligations with respect to maintenance of records and audit rights. ALNYLAM will provide QUARK in a timely manner with a true and complete copy (subject to redaction of financial and other information not material to ALNYLAM’s ability to sublicense rights licensed thereunder to QUARK under this Agreement) of all such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30in-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amountlicenses. (c) Aventis QUARK shall include in each sublicense granted by it pursuant use reasonable efforts to this Agreement a provision requiring allow CRT the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant same access to such QUARK’s books and records by Targaceptas it has to ALNYLAM’s independent accountant to books and records under the same extent required by Aventis under this CRT Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. To the extent Seller has the right to perform or cause to be performed inspections or audits under any Applicable Agreement regarding payments payable and/or paid thereunder (a) Upon each, a “License Party Audit”), Seller shall, at the written reasonable request of Targacept and Purchaser (such request not to be made more frequently than once in each every calendar year), Aventis shall permit an independent certified public accounting firm of nationally recognized standing appointed by Targacept, at Targaceptcause a License Party Audit to be performed as promptly as practicable following Purchaser’s expense, to have access during normal business hours, and upon reasonable prior written notice, to such of the records of Aventis as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 request in accordance with the confidentiality provisions terms of Article 9 and shall cause its such Applicable Agreement (a “Purchaser-Requested Audit”). In conducting a Purchaser- Requested Audit, Seller shall, to the extent permitted by the Applicable Agreements, select such public accounting firm to enter into conduct the Purchaser-Requested Audit as Purchaser shall recommend for such purpose. Seller shall not, without the prior written consent of Purchaser, request or cause an acceptable confidentiality agreement inspection or audit of GSK’s books and records to be conducted pursuant to, and in accordance with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreementSection 4.5 of the License Agreement or Section 6.5 of the Manufacturing Agreement, as applicable; provided, however, that if Purchaser has not requested an inspection or audit pursuant to this Section 5.06 prior to June 30 of any applicable calendar year, Seller may request an audit or inspection pursuant to Section 4.5 of the License Agreement or Section 6.5 of the Manufacturing Agreement, as applicable, during such calendar year without the consent of Purchaser. As promptly as practicable after completion of any License Party Audit (whether or not requested by Purchaser), Seller shall deliver to Purchaser an audit report summarizing the results of such License Party Audit. In the event that an inspection or audit constitutes a Purchaser-Requested Audit, all of the expenses of any such Purchaser-Requested Audit (including, without limitation, the fees and expenses of the independent public accounting firm) that would otherwise be borne by Seller pursuant to the Applicable Agreements, shall instead be borne (as such expenses are incurred, upon the provision to Purchaser of written documentation evidencing such expenses) by Purchaser, provided that any reimbursement by GSK of the expenses of the Purchaser-Requested Audit shall belong to Purchaser. Any deficiency in no event payments made by GSK demonstrated in a License Party Audit shall such confidentiality agreement prevent be paid promptly, in accordance with the accounting firm from disclosing Applicable Agreements, to Targacept Purchaser or Seller, as the information contemplated case may be, by Section 7.10(a)deposit in the Joint Escrow Account for further distribution to Purchaser or (in respect of Sales Milestone Payments) to Seller.

Audits. (a) Upon During the written request Term and for a period of Targacept two (2) years thereafter, PINT (and its Affiliates and Sublicensees) shall keep complete and accurate records pertaining to the Net Sales generated by the Product in the Field in the Territory (including, depending on the Territory, accurate records on sales by Affiliates and Sublicensees of PINT) or any other disposition of the Product and its and their activities hereunder, in sufficient detail to permit CYTOVIA to confirm the accuracy of all payments due hereunder. CYTOVIA shall have the right to cause an independent, certified public accountant reasonably acceptable to PINT to audit such records to confirm payments for a period covering not more than once the Calendar Year in each calendar year, Aventis shall permit an independent certified public accounting firm of nationally recognized standing appointed by Targacept, at Targacept’s expense, to have access which such audit is being performed and the two (2) preceding full Calendar Years. Such audits may be performed during normal business hourshours upon ninety (90) days’ prior notice. Prompt adjustments shall be made by the Parties to reflect the results of such audit. CYTOVIA shall bear the full cost of such audit unless such audit discloses an underpayment by PINT of more than ten percent (10%) of the amount of any payment due to CYTOVIA under this Agreement, in which case, PINT shall bear the cost of such audit, up to a maximum of fifty percent (50%) of the underpayment, and upon reasonable prior written noticeshall promptly remit the amount of any underpayment, to such of the records of Aventis as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding audit costs and the specific details concerning any discrepanciesfees due under Section 7.3 hereof. (b) If such accounting firm correctly concludes that additional royalties were owed during such periodDuring the Term, Aventis PINT shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate also keep (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm Affiliates and Sublicensees to enter into an acceptable confidentiality agreement with Aventis obligating such firm keep), and shall make available to retain all such financial information CYTOVIA for inspection on CYTOVIA’s reasonable demand (and at least once per Calendar Year) complete and accurate records pertaining to the progress and results of its (and its Affiliates’ and Sublicensees’) Commercialization activities in confidence pursuant the Territory, in sufficient detail to such confidentiality agreement; providedpermit CYTOVIA to ensure the satisfaction of PINT’s contractual obligations hereunder, however, that subject to the procedures set forth above in no event shall such confidentiality agreement prevent Section 7.2(a) to the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a)extent applicable.

Audits. (a) Upon Lilly will have the written request right, during regular business hours and upon reasonable advance notice, to have such books and records of Targacept and not Magen described in Section 4.4 audited no more than once in each [*] per calendar year, Aventis year so as to verify the accuracy of the information previously reported to Lilly under Section 4.4. Any such audit shall permit be conducted by an independent certified public accounting firm of nationally recognized national standing appointed selected by TargaceptLilly and approved by Magen (which firm may be Magen’s independent certified public accounting firm), at Targacept’s expensesuch approval not to be unreasonably withheld. Such audit may cover the period back to the beginning of two (2) full calendar years preceding the date of the request for such audit and may not cover any prior period. Lilly may audit a given period of sales [*]. Such audit right shall continue for [*] ([*]) calendar years following expiration or termination of the Agreement. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by [*]; however, if as a result of such audit the Parties agree that the actual amount of royalties owed to Lilly, for the period audited, is more than the amount of royalties paid by Magen for the period that is the subject of the audit by greater than [*] percent ([*]%) of such amount owed, then the cost of the audit will be borne by Magen. Within [*] ([*]) days after both Parties have received a copy of an audit report, Magen or Lilly, as appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. Magen will include in all sublicenses granted in accordance herewith, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Licensed Product and granting Lilly the right to have access during normal business hours, and upon reasonable prior written notice, to such of the records of Aventis as may be reasonably necessary to verify an independent public accounting firm audit the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior to information reported by the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepanciessublicensee in connection therewith. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. (a) Upon ZymoGenetics shall have the written request of Targacept and not more than once in each calendar yearright, Aventis shall permit an independent certified public accounting firm of nationally recognized standing appointed by Targacept, at Targacept’s expense, to have access during normal business hours, and upon reasonable prior written notice, to such of the records of Aventis as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days’ prior written notice to Abbott, and ▇▇▇▇▇▇’▇ written approval, which approval shall not be unreasonably withheld, to conduct during normal business hours a quality assurance audit and inspection of ▇▇▇▇▇▇’▇ records and Bulk Drug Substance facilities relating to the manufacture of Bulk Drug Substance and to perform follow-up audits as reasonably necessary. Prior to ▇▇▇▇▇▇ commencing the production of the first batch of commercial Bulk Drug Substance as ordered by ZymoGenetics, such audits and inspections may be conducted from time to time on a reasonable basis. Once ▇▇▇▇▇▇ has commenced production of the first batch of commercial Bulk Drug Substance, such audits may only be conducted once each calendar year. The duration of such audits shall not exceed three (3) days after and such audits shall be performed by no more than two (2) [ * ] designated portions of this document have been omitted pursuant to a request for confidential treatment filed separately with the date Targacept delivers Commission. auditors, unless ZymoGenetics reasonably believes that a longer audit or additional personnel are necessary and provides its reasons for such belief to Aventis such accounting firm’s written report so correctly concluding▇▇▇▇▇▇ in writing. [********If ZymoGenetics wishes to perform audits more often than once per year or over a period in excess of three (3) days, ZymoGenetics shall pay ▇▇▇▇▇▇ [ * ] In per additional audit day. Notwithstanding the foregoing, in the event that there was an over-payment audit is required by AventisZymoGenetics due to quality issues that arise, Targacept per the terms of 8.6 and/or 9.8 or associated with any ineffective corrective action, as demonstrated by subsequent Bulk Drug Substance lot(s) containing comparable deviations, during any Contract Year, ZymoGenetics shall be entitled to conduct such audit [ * ]. If more than two (2) auditors perform the audit, ZymoGenetics shall pay ▇▇▇▇▇▇ [ * ] per additional auditor. In addition, ZymoGenetics licensees shall have the right at any time during the term of this Agreement, upon five (5) business days prior written notice to ▇▇▇▇▇▇, to conduct any audits specifically mandated by any Regulatory Authority or to respond to specific questions from any such Regulatory Authority. Notwithstanding anything to the contrary contained in this Agreement, any audits conducted on ▇▇▇▇▇▇’▇ property shall be subject to ▇▇▇▇▇▇’▇ rules and regulations regarding security and confidentiality and shall be conducted in the presence of ▇▇▇▇▇▇’▇ employees. In addition, ▇▇▇▇▇▇ shall promptly (but in no event later than thirty (30) days after Targacept’s receipt provide ZymoGenetics a written response to any such audit report received by ▇▇▇▇▇▇. Visits by ZymoGenetics to ▇▇▇▇▇▇’▇ Bulk Drug Substance facilities may involve the transfer of Confidential Information, and any such Confidential Information shall be subject to the terms of Article 11 hereof. The results of such accounting firm’s audits and inspections shall be considered Confidential Information under Article 11 and shall not be disclosed to Third Parties, including but not limited to any Regulatory Authority, unless required by law and upon prior written reportnotice to ▇▇▇▇▇▇. If ZymoGenetics utilizes auditors that are not employees of ZymoGenetics, each of such auditors shall execute a non-disclosure agreement with confidentiality terms at least as stringent as those set forth herein. ▇▇▇▇▇▇ shall be responsible for inspections of its manufacturing facilities by any Regulatory Authorities and shall promptly notify ZymoGenetics if such inspections are directly related to the manufacture of ZymoGenetics’ Bulk Drug Substance or if the results of a non-related inspection could materially impair ▇▇▇▇▇▇’▇ ability to perform in accordance with this Agreement. With respect to inspections directly related to the manufacture of Bulk Drug Substance, ▇▇▇▇▇▇ shall (a) return provide ZymoGenetics with copies of all documents, reports or communications received from or given to Aventis the excess amount. any Regulatory Authority associated therewith, (b) permit ZymoGenetics’ representatives to be present on site and participate, at ▇▇▇▇▇▇’▇ discretion, as appropriate, based on questions or requests specific to ZymoGenetics and as permitted by Regulatory Authorities, in such inspections, and (c) Aventis allow ZymoGenetics to provide comments to ▇▇▇▇▇▇, and ▇▇▇▇▇▇ shall include draft any such correspondence to Regulatory Authorities in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant connection therewith. ZymoGenetics shall promptly notify ▇▇▇▇▇▇ regarding any inspection on ZymoGenetics property related to the same extent required by Aventis under this Agreementmanufacture of Bulk Drug Substance. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. (a) Upon the written request of Targacept and not more than once in each calendar yearvia Notice from Scynexis, Aventis shall Elanco will permit an [*] independent certified public accounting auditing firm of nationally recognized standing appointed by Targacept, at Targacept’s expense, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis Elanco as may be reasonably necessary to verify the accuracy of the royalty reports financial records (including, without limitation, payment reports) of Elanco relating to amounts paid or payable to Scynexis hereunder for in respect of any calendar year ending not more than thirty-six (36) months [*] prior to the date of such request. The accounting firm shall disclose Except as described in the next paragraph, all such audits will be conducted at the expense of Scynexis and not more than [*]. (a) In the event such accountant concludes that additional payments of any kind as required by this Agreement were owed to Targacept and Aventis whether the royalty reports are correct or incorrectScynexis during such calendar year, the basis additional amounts will be paid within [*] of the date Scynexis delivers to Elanco such accountant’s written report so concluding. The fees charged by such accountant will be paid by Scynexis, unless the audit discloses that the amounts payable by Elanco for its finding the audited calendar year are more than [*] than the amounts actually paid for such period, in which case Elanco will pay the reasonable fees and expenses charged by the specific details concerning any discrepanciesaccountant. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall Elanco will include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee sublicensee to make reports to AventisElanco, to keep and maintain sufficient records of Product sales made and Net Sales pursuant to such sublicense sublicense, and to grant access to such records by TargaceptScynexis’s independent accountant to the same extent required by Aventis of Elanco under this Agreement. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (c) Upon request via Notice from Elanco, Scynexis will, at Scynexis’s option, permit [*] independent auditing firm [*] to have access during normal business hours to such records of Scynexis as may be reasonably necessary to verify Scynexis’s performance under the Agreement in respect of any calendar year ending not more than [*] prior to the date of such request. Except as described in the next paragraph, all such audits will be conducted at the expense of Elanco and not more than [*]. (d) Targacept shall treat In the event such accountant concludes that amounts reimbursed to Scynexis by Elanco during such period exceeded the amounts approved via Notice in advance by Elanco pursuant to Sections 4.2(a) and 4.2(h) and out-of-pocket expenses approved by Elanco pursuant to Section 4.2(i), the amount of the excess expenses will be paid to Elanco within [*] of the date Elanco delivers to Scynexis such accountant’s written report so concluding. The fees charged by such accountant will be paid by Elanco, unless the audit discloses that the amounts paid by Elanco to Scynexis for the audited calendar year are more than [*] than the amount of the expenses approved by Elanco for such calendar, in which case Scynexis will pay the reasonable fees and expenses charged by such accountant for the audit of such calendar year. (e) The Parties agree that all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 5.6 or under any sublicense agreement is Confidential Information and shall that it will cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm accountant to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a)confidence.

Audits. (a) Upon the written request of Targacept and not more than once in each calendar yearGTC, Aventis SC shall permit an independent certified public accounting firm of nationally recognized standing appointed accountant selected by TargaceptGTC and acceptable to SC, at Targacept’s expensewhich acceptance shall not be unreasonably withheld, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis SC as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for described herein, in respect of any calendar fiscal year ending not more than thirtytwenty-six four (3624) months prior to the date of such request. The accounting firm GTC and SC shall disclose use commercially reasonable efforts to Targacept schedule all such verifications within forty-five (45) days after GTC makes its written request. All such verifications shall be conducted at GTC's expense and Aventis whether not more than once in each calendar year. In the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly event GTC's independent certified public accountant concludes that additional royalties were owed to GTC during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, royalty shall be paid by SC within thirty (30) days after of the date Targacept GTC delivers to Aventis SC such accounting firm’s independent certified public accountant's written report so correctly concluding. [********] In the event GTC's independent certified public accountant concludes that there was an over-payment overpayment of royalties to GTC during such period, the overpayment less the reasonable fees and expenses charged by Aventis, Targacept such representative shall promptly (but in no event later than be repaid by GTC within thirty (30) days after Targacept’s receipt of the date GTC received such accounting firm’s independent certified public accountant's written report) return to Aventis report so concluding. The fees charged by such independent certified public accountant shall be paid by GTC unless the excess amount. audit discloses an underpayment of the royalties payable by SC for the audited period of more than five percent (c) Aventis 5%), in which case SC shall pay the reasonable fees and expenses charged by such representative. SC shall include in each Third Party sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee sublicensee to make reports to AventisSC, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s GTC's independent certified public accountant to the same extent required by Aventis of SC under this Agreement. (d) Targacept shall treat . GTC agrees that all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 6.4.5 or under any sublicense agreement is confidential and that GTC shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm independent certified public accountant to retain all such financial information in confidence pursuant confidence. GTC's independent certified public accountant shall only report to such confidentiality agreement; provided, however, that in no event GTC as to the computation of the royalties and other payments due to GTC under this Agreement and shall such confidentiality agreement prevent the accounting firm from disclosing not disclose to Targacept the GTC any other information contemplated by Section 7.10(a)of SC or its sublicensees.

Audits. AMT shall keep (aand cause its Affiliates and Sublicensees to keep) Upon true and fair records of the written request underlying revenue and expense data relating to the calculations of Targacept Net Revenues and Revenue Sharing Payments, as well as any other payments required under this Agreement. Amgen shall have the right, at its own expense and not more than once in each calendar year, Aventis shall permit an independent certified public accounting firm [**] during the term of nationally recognized standing appointed by Targacept, at Targacept’s expensethis Agreement, to have access an independent, certified public accountant, selected by Amgen, audit the records of AMT, its Affiliates and Sublicensees in the location(s) where such records are maintained by the applicable entity upon reasonable notice (which shall be no less than [**] days prior written notice) and during normal regular business hours, and upon reasonable prior written noticefor the sole purpose of verifying the basis and accuracy of payments required and made under this Agreement. To the extent that AMT does not have the right to grant Amgen the right to audit its Sublicensees’ books and records hereunder, AMT shall obtain for itself such right and, at the request of Amgen, AMT shall exercise such audit right with respect to Sublicensees and provide the results of such audit for inspection by Amgen pursuant to this Section 6.5 (Audits). The books and records for any particular Calendar Year shall only be subject to [**]. The report and communication of such accountant with respect to such an audit shall be limited to a certificate stating whether any report made or payment submitted by AMT during such audited period is accurate or inaccurate and the amount of any payment discrepancy. Such accountant shall provide Amgen and AMT with a copy of each such report simultaneously. Should the records of Aventis as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior audit lead to the date discovery of such request. The accounting firm shall disclose a discrepancy to Targacept and Aventis whether the royalty reports are correct or incorrectAmgen’s detriment, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis AMT shall pay the additional royaltiesamount of the discrepancy within [**] days of AMT’s receipt of the report. Additionally, with in the event that the discrepancy is to Amgen’s detriment and is greater than [**] percent ([**]%) of all payments due in such audited period, then AMT shall pay interest from the date originally due on such amount at an annual rate equal to of the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [******]. Should the audit lead to the discovery of a discrepancy to AMT’s detriment, AMT will have the right to deduct such amount from any future payment obligations. Amgen shall pay the full cost of the audit unless the discrepancy is to Amgen’s detriment and is greater than [**] In percent ([**]%) of all payments due in such audited period, in which case AMT shall pay or reimburse the event that there was an over-payment reasonable cost charged by Aventissuch accountant for such audit. Upon the expiration of [**] years following the end of any Calendar Year, Targacept the right to audit the books and records for such Calendar Year shall promptly (but in expire and the calculation of payments payable with respect to each such Calendar Year shall be binding and conclusive upon Amgen and AMT, its Affiliates and Sublicensees shall be released from any liability or accountability with respect to payments for such Calendar Year. AMT shall no event later than thirty (30) days longer be required to retain such records for such Calendar Year after Targacept’s receipt the expiration of such accounting firm’s written report) return to Aventis the excess amount[**] year period. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. (a) Zai will keep, and will require its Affiliates and Sublicensees to keep (all in accordance with US GAAP, consistently applied), for a period not less than [*] complete and accurate records in sufficient detail to properly reflect Net Sales and to enable any Milestone Payment payable hereunder to be determined. (b) Upon the written request of Targacept Paratek, Zai will permit, and not more than once in each calendar yearwill cause its Affiliates and Sublicensees to permit, Aventis shall permit an independent certified public accounting firm of nationally recognized standing appointed selected by TargaceptParatek and reasonably acceptable to Zai, at TargaceptParatek’s expense, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis Zai and/or its Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports payments hereunder for any calendar year Calendar Year ending not more than thirty-six (36) months [*] prior to the date of such request. The These rights with respect to any Calendar Year will terminate [*] after the end of any such Calendar Year and shall be limited to (i) [*] and (ii) [*] with respect to records covering any specific period of time (provided that the foregoing frequency limits ((i) and (ii)) shall not apply if Paratek has cause). Paratek will provide Zai with a copy of the accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) firm’s written report within [*] days of completion of such report. If such accounting firm correctly concludes that additional royalties were owed during such periodan underpayment was made, Aventis shall then Zai will pay the additional royalties, with interest from amount due within [*] days of the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept Paratek delivers to Aventis Zai such accounting firm’s written report so correctly concluding. Paratek will bear the full cost of such audit unless such audit correctly discloses that the additional payment payable by Zai for the audited period is more than [*******]% of the amount otherwise paid for that audited period, in which case Zai will pay the reasonable fees and expenses charged by the accounting firm. [*] In = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the event that there was an over-payment by AventisSecurities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amountas amended. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall Paratek will treat all information financial information, subject to review under this Section 7.10 9.6 in accordance with the confidentiality provisions of Article 9 and shall ARTICLE 10, and, prior to commencing such audit, will cause its accounting firm to enter into an acceptable a confidentiality agreement with Aventis Zai obligating such firm it to retain treat all such financial information in confidence pursuant to such confidentiality provisions. Such accounting firm shall not disclose Zai’s Confidential Information to Paratek, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by Zai or the amount of payments to or by Zai under this Agreement. (d) Zai will include in each relevant sublicense granted by it a provision requiring any Sublicensee to maintain records of sales of Licensed Products made pursuant to such sublicense, and to grant access to such records by an accounting firm to the same extent and under the same obligations as required of Zai under this Agreement. Paratek will advise Zai in advance of each audit of any such Sublicensee with respect to Licensed Product sales either by Paratek or its designated auditor under the terms of such Sublicensee agreement; provided. Paratek will provide Zai with a summary of the results received from the audit and, howeverif Zai so requests, that in no event shall such confidentiality agreement prevent a copy of the audit report. Paratek will pay the full costs charged by the accounting firm firm, unless the audit discloses that the additional payments payable to Paratek for the audited period is more than [*]% from disclosing to Targacept the information contemplated amounts otherwise paid for that audited period, in which case Zai will pay the reasonable fees and expenses charged by Section 7.10(a)the accounting firm.

Audits. A. Upon at least ten (10) business days’ written notice to LICENSEE, SESAC shall have the right to examine, at any time during customary business hours, the Program logs, books and records of account, and all other records of LICENSEE only to such extent as may be necessary to verify any of the financial information contained in LICENSEE’s per program reports. The records subject to examination shall include any documents pursuant to which LICENSEE has obtained music performance rights to music that is Cleared At The Source, except to the extent that such documents have previously been provided to SESAC by LICENSEE. SESAC shall consider all data and information coming to its attention as a result of any such examination of logs, books and records as completely and entirely confidential. B. SESAC shall complete any audit of the financial information contained in any monthly per program report by no later than two (2) years after the conclusion of the adjustment process described in Paragraph 4 above. C. Upon SESAC’s request, LICENSEE shall furnish to SESAC a description of the methodology used by LICENSEE to attribute a value to trades and barter in accordance with its tax and accounting practices. LICENSEE shall thereafter furnish to SESAC a description of any changes to such methodology which may occur during the Term. The methodology utilized by LICENSEE shall comply with generally accepted accounting principles. D. In the event that SESAC’s audit of LICENSEE discloses that LICENSEE has underpaid license fees due SESAC: (1) LICENSEE shall pay a finance charge on such additional license fees of one percent (1%) per month (simple interest) with respect to any additional license fees owing, computed: (a) Upon in circumstances in which underpayments for the written request of Targacept and not more than once in each calendar year, Aventis shall permit an independent certified public accounting firm of nationally recognized standing appointed by Targacept, at Targacept’s expense, to have access during normal business hours, and upon reasonable prior written notice, to such audited period exceed fifteen percent (15%) of the records of Aventis as may be reasonably necessary total fees owing, from the date(s) such fees should have been paid pursuant to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct this Agreement; or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay in circumstances in which underpayments for the additional royalties, with interest from the date originally due at an annual rate audited period are less than or equal to fifteen percent (15%) of the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis pointstotal fees owing, within beginning thirty (30) days after the date Targacept delivers SESAC bills such additional license fees to Aventis such accounting firmLICENSEE. (2) If LICENSEE disputes all or part of SESAC’s written report so correctly concluding. [********] In the event that there was claim for additional fees pursuant to an over-payment by Aventisaudit, Targacept shall promptly (but in no event later than LICENSEE shall, within thirty (30) days after Targacept’s receipt from the date SESAC bills such additional fees: (i) advise SESAC in writing of the basis for such accounting firmdispute; and (ii) pay to SESAC any fees indisputably owed together with any applicable finance charges on additional fees indisputably owed in accordance with Subparagraph 7.D(1) above. If LICENSEE, in good faith, disputes all or part of the additional fees SESAC has billed pursuant to this Paragraph 7, no finance charges shall be billed with respect to such disputed fees for the period beginning on the date SESAC bills such disputed fees and ending sixty (60) days from the date SESAC responds to LICENSEE’s written report) return to Aventis notification of the excess amountexistence of a dispute. (c3) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 Finance charges computed in accordance with this Paragraph 7 and pertaining to additional fees which LICENSEE disputes in accordance with Subparagraph 7.D(2) above shall be adjusted pro-rata to the confidentiality provisions of Article 9 and shall cause its accounting firm amount to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence be paid pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept resolution of the information contemplated by Section 7.10(a)dispute.

Audits. (a) Upon Licensee shall keep books and records adequate to accurately determine the written request payments due under this Agreement. The books and records must be retained for five (5) years after the delivery of Targacept and not the royalty report to which they relate. ITC shall have the right, no more than once in each per calendar year, Aventis shall permit to have an independent certified public accounting firm of nationally recognized standing appointed by Targaceptaccountant, at Targacept’s expensewho shall enter into an appropriate ____________ ** Material has been omitted and filed separately with the Commission. nondisclosure agreement with Licensee, to have access during normal business hours, inspect all relevant books and upon reasonable prior written notice, to such of the records of Aventis as may Licensee on seven (7) business days notice and during regular business hours to verify the reports and payments required to be made hereunder. The auditor shall disclose to ITC no more information than is reasonably necessary to verify determine any royalties owed hereunder. Should an underpayment in excess of [**] percent ([**]%) be discovered, Licensee shall pay the accuracy cost of the royalty reports hereunder for audit. In any calendar year ending not more than thirty-six event, Licensee shall promptly pay any underpayment together with interest at the annual rate of [**] percent (36) months prior to the date of [**]%). All information obtained through such request. The accounting firm audit shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepanciesbe held in confidence by ITC. (b) If such accounting firm correctly concludes that additional royalties were owed during such periodLicensee shall have the right, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later more than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventisonce per calendar year, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s have a mutually acceptable independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept certified public account, who shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality appropriate nondisclosure agreement with Aventis obligating ITC, inspect all relevant agreements, books and records, agreements, judgements, litigation settlements, arbitration awards and the like, relating to the Licensed Patents on seven (7) business days notice and during regular-business hours to verify the most favored licensee status of Licensee, taking into account the economic value of all relevant factors. The auditor shall disclose to Licensee no more information than is reasonably necessary for Licensee to verify its most-favored licensee status, and except in those extraordinary circumstances where the identity of a third party to an agreement or adjudication with ITC is essential information for the purposes of evaluating such firm agreement or adjudication, the auditor shall not disclose the identity of any such third party to retain all Licensee. All information obtained through such financial information audit shall be held in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a)Licensee.

Audits. (a) Upon the written request of Targacept Licensor and not more than once in each calendar yearCalendar Year, Aventis Licensee shall permit an independent certified public accounting firm of nationally recognized standing appointed selected by TargaceptLicensor and reasonably acceptable to Licensee, at TargaceptLicensor’s expense, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis Licensee as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year Calendar Year ending not more than thirtytwenty-six four (3624) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis Licensor only whether the royalty reports are correct or incorrect, the basis for its finding incorrect and the specific details concerning amount of any discrepancies. (b) discrepancy. No other information shall be provided to Licensor. [47a] This provision limits audit rights to one time per year. Any more might be onerous on Licensee. Licensee should include a limitation on the length of the audit e.g. 2 days since audits can be disruptive to the business. [47b] It is important that Licensee limit the transmission of its confidential information, via the auditors, to Licensor. If such accounting firm correctly concludes that additional royalties were owed during identifies a discrepancy of ten percent (10%) or more of the payment(s) audited for such period, Aventis the appropriate Party shall pay the additional royalties, with interest from other Party the date originally due at an annual rate equal to amount of the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, discrepancy within thirty (30) days after of the date Targacept Licensor delivers to Aventis Licensee such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by Licensee. [********48] In the event Licensor may argue that there was an over-payment it will only correct discrepancies in favor of Licensor and will not repay any overpayments by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return Licensee to Aventis the excess amount. (c) Aventis Licensor. Licensee shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee sublicensee to make reports to AventisLicensee, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by TargaceptLicensor’s independent accountant to the same extent required by Aventis of Licensee under this Agreement. . [49] Licensor may wish to require any sublicenses to include certain critical provisions of the license e.g. confidentiality, liability, insurance, etc. Upon the expiration of twenty-four (d24) Targacept months following the end of any Calendar Year, the calculation of royalties payable with respect to such Calendar Year shall be binding and conclusive upon Licensor, and Licensee and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. [50] This provision favors the Licensee and does not consider potential patent litigation relating to disputed royalties that may extend over multiple years. Licensor should consider situations where Royalties may not be accurately determined due to such complications. Licensor shall treat all financial information subject to review under this Section 7.10 4.5 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of Article 9 this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis Licensee and/or its Related Parties obligating such firm it to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. TAIHO shall keep (aand shall require its Affiliates and Sublicensees to keep) Upon complete and accurate records pertaining to the written request manufacture, Development, sale or other disposition of Targacept and Licensed Products in sufficient detail to permit Arcus to confirm the accuracy of all payments due hereunder for a period of [***] years from the end of the calendar year to which such records relate. Arcus shall have the right, once annually, to cause an independent, certified public accountant (the “Auditor”) to audit such records solely to confirm the amounts payable by TAIHO to Arcus under this Agreement for a period covering not more than once the preceding [***] years, including, without limitation, calculation of Net Sales and payment of royalties, provided that with respect to such records of Sublicensees, TAIHO shall only be obligated to use Commercially Reasonable Efforts to obtain such rights for Arcus from its Sublicensees and, if TAIHO is unable to obtain from any Sublicensee such right for Arcus to audit such records of such Sublicensee, TAIHO shall obtain the right to inspect and audit such Sublicensee’s books and records for itself and shall exercise such audit rights on behalf and at the reasonable expense of Arcus upon Arcus’s written request and disclose the results of any such audit to Arcus in each calendar year, Aventis shall permit an independent certified public accounting firm of nationally recognized standing appointed by Targacept, at Targacept’s expense, to have access accordance with this Section. Such audits may be exercised during normal business hours, and hours upon reasonable prior written noticenotice to TAIHO. The Auditor will, to such of the records of Aventis as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior to the date conduct of any such requestaudit, execute a reasonable written confidentiality agreement with TAIHO. The accounting firm shall disclose Auditor will send a copy of the report to Targacept and Aventis TAIHO at the same time it is sent to Arcus that states whether the royalty reports royalties and other payments hereunder are correct or incorrect and, if they are incorrect, the basis amount of any underpayment or overpayment along with reasonable details for its finding how such underpayment or overpayment was determined. The report sent to both parties will include the methodology and calculations used to determine the specific details concerning any discrepancies. (b) If results. Prompt *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED adjustments shall be made by the parties to reflect the results of such accounting firm correctly concludes that additional royalties were owed during audit. Arcus shall bear the full cost of such period, Aventis shall pay the additional royalties, with interest from the date originally due at audit unless such audit establishes an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. underpayment by TAIHO of more than [***] percent ([*****] In ]%) of the event that there was an over-payment amount due for the period covered by Aventisthe audit, Targacept in which case, TAIHO shall bear the full cost of such audit and shall promptly (but in no event later than thirty (30) days after Targacept’s receipt remit to Arcus the amount of any underpayment, together with a late fee which shall be calculated on such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 late payment in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a)6.5 below.

Audits. (a) 6.11.1 Upon the written request of Targacept Ligand and reasonable (not less than *** ) advance notice and not more than once in each calendar year, Aventis BMS shall permit an independent certified public accounting firm of nationally recognized standing appointed standing, selected by TargaceptLigand and reasonably acceptable to BMS, at Targacept’s Ligand's expense, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis BMS as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months *** quarters prior to the date of such request. The accounting firm shall be bound by confidentiality obligations and, if requested by BMS, shall first execute an appropriate confidentiality agreement with BMS reasonably acceptable to BMS. The accounting firm shall disclose to Targacept Ligand (and Aventis shall provide a copy of any such report to BMS at the same time) only whether the royalty reports records are correct or incorrectnot and, if applicable, the basis for its finding and the specific details concerning amount of any discrepancies. (b) 6.11.2 If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis BMS shall pay the additional royalties, with interest from royalties within *** of the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept Ligand delivers to Aventis BMS such accounting firm’s 's written report so correctly concluding. [The fees charged by such accounting firm shall be paid by Ligand; PROVIDED, HOWEVER, if the audit discloses that the royalties payable by BMS for the audited period are more than *** percent (********] In %) of the event that there was an over-payment royalties actually paid for such period, then BMS shall pay the reasonable fees and expenses charged by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis 6.11.3 BMS shall include in each permitted sublicense granted by it pursuant to this the Agreement a provision requiring the Sublicensee to make reports to AventisBMS, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant Ligand's accounting firm to the same extent required by Aventis of BMS under this the Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance . Upon the expiration of *** following the end of any year, the calculation of royalties payable with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant respect to such confidentiality agreement; providedyear shall be binding and conclusive upon Ligand, howeverBMS and its Sublicensees, that in no event and such Sublicensees shall be released from any liability or accountability with respect to royalties for such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a)year.

Audits. 4.6.1. Upon thirty (a30) Upon the days’ prior written request of Targacept and not more than once in each calendar yearnotice from Company, Aventis ▇▇▇▇▇▇▇▇ shall permit an independent certified public accounting firm of nationally internationally recognized standing appointed selected by TargaceptCompany and reasonably acceptable to HUTCHMED, to examine, at TargaceptCompany’s sole expense, to have access during normal business hours, the relevant books and upon reasonable prior written notice, to such of the records of Aventis HUTCHMED and its Affiliates and subcontractors as may be reasonably necessary to verify the accuracy of amounts reported by ▇▇▇▇▇▇▇▇ in accordance with Sections 4.1.4(b) (HUTCHMED Development Costs), Section 4.2.2(a) (Responsibility for Regulatory Interactions) and 4.2.3(a) (Regulatory Cooperation). Company shall be entitled to conduct an audit in accordance with this Section 4.6 (Audits) not more than once in any Calendar Year and such audit shall be limited to the royalty reports hereunder for pertinent books and records from any calendar year Calendar Year ending not more than thirty-six three (363) months years prior to the date of such the request. The accounting firm shall disclose be ​ provided access to Targacept such books and Aventis whether records at HUTCHMED’s facility(ies) where such books and records are normally kept and such audit shall be conducted during HUTCHMED’s normal business hours. Upon completion of the royalty reports are correct or incorrectaudit, the basis for its finding accounting firm shall provide both Parties with a written report disclosing any discrepancies in the reports submitted by ▇▇▇▇▇▇▇▇ or payments made by Company, if any, and in each case, the specific details concerning any discrepancies. Any information provided by ▇▇▇▇▇▇▇▇ to the accounting firm and the written report of the accounting firm shall be the Confidential Information of HUTCHMED. (b) 4.6.2. If such a report of an independent public accounting firm correctly concludes that additional royalties were owed during such periodsubmitted to the Parties in accordance with Section 4.6.1 (Audits) shows any overpayment of amounts due under Sections 4.1.4(b) (HUTCHMED Development Costs), Aventis Section 4.2.2(a) (Responsibility for Regulatory Interactions) and 4.2.3(a) (Regulatory Cooperation), at Company’s election, Company shall pay the additional royalties, with interest from the date originally due at an annual rate receive a credit equal to such overpayment against the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, other payments otherwise payable to ▇▇▇▇▇▇▇▇ hereunder or ▇▇▇▇▇▇▇▇ shall remit to Company within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [*****] after receipt of such report an amount equal to such overpayment. If such overpayment exceeds [***] In of the event that there was an over-payment by Aventistotal amount owed to HUTCHMED for the payments then being audited, Targacept ▇▇▇▇▇▇▇▇ shall promptly (but in no event later than thirty (30) days remit to Company within [***] after Targacept’s receipt of such report the reasonable fees and expenses of such independent public accounting firm’s written report) return to Aventis firm performing the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventisaudit, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a)reasonable substantiation thereof.

Audits. (a) Upon Argos shall have the written request of Targacept and not more than once in each calendar year, Aventis shall permit an independent certified public accounting firm of nationally recognized standing appointed by Targaceptright, at Targacept’s expense, to have access mutually agreed times and during normal business hours, and upon reasonable prior written notice, to such of the records of Aventis as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due hours at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. least [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis], to keep audit all of CELLSCRIPT’s executed Master Batch Records for Production of the Argos Product and maintain records other documentation for Quality Control and Quality Assurance of sales made pursuant to such sublicense the Argos Product, and to grant access inspect the portions of the Facility and equipment and materials used for Production of the Argos Product, and to perform such records additional follow-up audits at such other times as are reasonable to ascertain corrections following a finding of deficiency by TargaceptArgos during an audit by Argos or by a Regulatory Agency. The number of persons conducting the audit for Argos shall be reasonable so as to be manageable for the participating CELLSCRIPT employees. All audited data (other than and not including Argos Information and Materials) will be treated as CELLSCRIPT Information and Materials, and Argos shall not be permitted to remove or copy such audit data without CELLSCRIPT’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; prior consent provided, however, that the preceding limitation shall not be construed to limit Argos’ access to data that Argos needs to know in no event order for Argos to comply with Legal Requirements of a Regulatory Authority. For clarity, the Parties agree that CELLSCRIPT shall not be required to disclose to Argos Confidential Information of CELLSCRIPT that Argos does not need to know in order for Argos to comply with Legal Requirements of a Regulatory Authority, and any such confidentiality agreement prevent Confidential Information of CELLSCRIPT that is disclosed to Argos or a designee of Argos during an audit shall not be disclosed by Argos or said designee to any Third Party, including to a contractor or other designee of Argos pursuant to Section 5.6, and any such Confidential Information of CELLSCRIPT shall not be used by Argos or any contractor or designee of Argos, without the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a)prior explicit written permission of CELLSCRIPT.

Audits. (a) Upon PlaceWare will have the written request of Targacept and not more than once in each calendar yearright, Aventis shall permit an independent certified public accounting firm of nationally recognized standing appointed by Targacept, at Targacept’s expense, to have access during normal business hours, hours and upon reasonable at least ten (10) days prior written notice, to have a mutually acceptable, nationally recognized audit firm audit Company’s relevant records relating to Company’s activities pursuant to this Agreement solely to verify that Company has paid to PlaceWare the correct amounts owed under this Agreement and otherwise complied with the terms of this Agreement. The audit will be conducted at PlaceWare’s expense, unless the audit reveals that Company has underpaid the amounts owed to PlaceWare by five percent (5%) or more in any Quarter, in which case Company will reimburse PlaceWare for all costs and expenses incurred by PlaceWare in connection with such audit up to the amount of the records underpayment. Company will promptly pay to PlaceWare any amounts shown by any such audit to be owing plus interest as provided in Section 6.4. PlaceWare reserves the right to pursue all of Aventis as may its available remedies at law and in equity. Such audits will be reasonably necessary conducted no more than once in any period of six (6) consecutive months. Any confidential or proprietary information of Company disclosed to verify the accuracy independent accounting firm in the course of the royalty reports hereunder for any calendar year ending audit will be subject to a confidentiality agreement reasonably acceptable to Company to be signed by such independent accounting firm, and requiring that such firm will not more than thirty-six (36) months prior disclose to PlaceWare the date substance of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct confidential or incorrectproprietary information, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were other than disclosure of amounts owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concludinghereunder. [********] In the event that there was an over-payment by AventisINDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).AS AMENDED

Audits. (a) Upon MLP shall have the written request of Targacept right to audit costs, expenses and not more than once in each calendar year, Aventis shall permit an independent certified public fees charged to MLP and other accounting firm of nationally recognized standing appointed records prepared or maintained by Targacept, at Targacept’s expense, to have access during normal business hours, and upon reasonable prior written notice, to such of the records of Aventis as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepanciesServices Provider under this Agreement. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal Upon not less than five (5) Business Days’ prior written notice to the 30-day London Interbank Offered Rate Services Provider, MLP shall have the right to audit (Liboror cause to be audited) plus fifty the Services Provider’s books and records maintained during the Term (50the “Audit Period”). MLP shall provide Services Provider a written notice of any Claims for all discrepancies disclosed by said audit and related to the Audit Period. The cost of each such audit shall be borne pro rata between -14- the Parties with each Party being responsible for such cost to the extent that the audit indicates an adjustment payable by such Party in proportion to the aggregate adjustments resulting from such audit. Any such audit shall be conducted in a manner reasonably designed to limit inconvenience and disruption to the operations of the Services Provider. Unless otherwise mutually agreed, any audit shall be conducted at the principal office of the Services Provider or at such other place as the books and records of the Services Provider related to the Services are maintained. (c) basis pointsAt the conclusion of an audit, the Parties shall endeavor to settle outstanding matters expeditiously. To this end, MLP will make a reasonable effort to prepare and distribute a written report to the Services Provider as soon as reasonably practicable and in any event within thirty (30) days after the date Targacept delivers conclusion of an audit under this Section 3.4(c). The report shall include all Claims arising from such audit together with comments pertinent to Aventis such accounting firm’s written the operation of the accounts and records. Services Provider shall make a reasonable effort to reply to the report so correctly concluding. [********] In the in writing as soon as possible and in any event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt delivery of such accounting firm’s written the report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept All adjustments resulting from an audit agreed to between the Parties shall treat all information subject be reflected promptly in Services Provider’s books and records. If any dispute shall arise in connection with an audit, it shall be reported to review under this Section 7.10 and discussed by the Parties within thirty (30) days. (e) MLP and its Affiliates (and any of their respective representatives and agents) shall have the right at any reasonable time to inspect and/or observe Services Provider’s performance of the Services; provided that any such inspections or observations shall be conducted in accordance a manner as to not interfere with the confidentiality provisions operations of Article 9 and shall cause Services Provider or its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a)Affiliates.

Audits. (a) 5.10.1 Upon the written request of Targacept FHT and not more than once in each calendar yearCalendar Year, Aventis Merck shall permit an independent certified public accounting firm of nationally recognized standing appointed selected by TargaceptFHT and reasonably acceptable to Merck, at TargaceptFHT’s expense, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis Merck as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) [ * ] months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis FHT only whether the royalty reports are correct or incorrect, the basis for its finding incorrect and the specific details concerning amount of any discrepanciesdiscrepancy. No other information shall be provided to FHT. (b) 5.10.2 If such accounting firm correctly concludes that additional royalties were owed identifies a discrepancy made during such period, Aventis the appropriate Party shall pay the additional royalties, with interest from other Party the date originally due at an annual rate equal to amount of the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, discrepancy within thirty (30) days after of the date Targacept FHT delivers to Aventis Merck such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the Parties. [********] In the event that there was an over-payment The fees charged by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amountfirm shall be paid by FHT. (c) Aventis 5.10.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee sublicensee to make reports to AventisMerck, to keep and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. maintain records of sales made pursuant to such sublicense and to grant access to such records by TargaceptFHT’s independent accountant to the same extent required by Aventis of Merck under this Agreement. (d) Targacept 5.10.4 Upon the expiration of [ * ] months following the end of any year, the calculation of royalties payable with respect to such year shall be binding and conclusive upon FHT, and Merck and its Affiliates and sublicensees shall be released from any liability or accountability with respect to royalties for such year. 5.10.5 FHT shall treat all financial information subject to review under this Section 7.10 5.10 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of Article 9 this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis Merck and/or its Affiliates and sublicensees obligating such firm it to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. (a) Upon the written request of Targacept and not more than once in each calendar yeara Product Licensor, Aventis the Product Licensee shall permit an independent certified public accounting firm of nationally recognized standing appointed accountant selected by Targaceptthe Product Licensor and acceptable to the Product Licensee, at Targacept’s expensewhich acceptance shall not be unreasonably withheld, to have access access, at reasonable times and during normal business hours, and upon reasonable prior written notice, to such records of the records of Aventis Product Licensee as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for described herein, in respect of any calendar fiscal year ending not more than thirtytwenty-six four (3624) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding Product Licensor and the specific details concerning any discrepancies. Product Licensee shall use commercially reasonable efforts to schedule all such verifications within forty-five (b45) If days after the Product Licensor makes its written request. All such accounting firm correctly verifications shall be conducted not more than once in, or with respect to, each Contract Year. The report of the Product Licensor’s independent certified public accountant shall be made available to both parties. Subject to the Product Licensee’s rights under Section 12.6, in the event the Product Licensor’s independent certified public accountant concludes that additional royalties were owed during to the Product Licensor for such period, Aventis shall pay the additional royalties, with interest from royalty shall be paid by the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, Product Licensee within thirty (30) days after of the date Targacept the Product Licensor delivers to Aventis the Product Licensee such accounting firmindependent certified public accountant’s written report so correctly concluding, unless such report contains manifest error. [********] In the event the Product Licensor’s independent certified public accountant concludes that there was an over-payment overpayment of royalties to the Product Licensor during such period, the overpayment shall be repaid by Aventis, Targacept shall promptly (but in no event later than the Product Licensor within thirty (30) days after Targaceptof the date the Product Licensor received such independent certified public accountant’s receipt written report so concluding, unless such report contains manifest error. The fees charged by such independent certified public accountant shall be paid by the Product Licensor unless such audit discloses an underpayment of more than five percent (5%) of the amount due under this Agreement for the period in question, in which case the Product Licensee will bear the full cost of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis audit. The Product Licensee shall include in each sublicense granted by it pursuant to this Agreement agreement with each applicable Sublicensee a provision requiring the such Sublicensee to make reports to Aventisthe Product Licensee, to keep and maintain records of sales made pursuant to such sublicense agreement and to grant access to such records by Targaceptthe Product Licensor’s independent certified public accountant to the same extent required by Aventis of the Product Licensee under this Agreement. (d) Targacept shall treat . The Product Licensor agrees that all information subject to review under this Section 7.10 in accordance 5.5.8 or under any agreement with a Sublicensee of the confidentiality provisions of Article 9 Product Licensee is confidential and that the Product Licensor shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm independent certified public accountant to retain all such financial information in confidence pursuant confidence. The Product Licensor’s independent certified public accountant shall only report to such confidentiality agreement; provided, however, that in no event the Product Licensor as to the computation of the royalties and other payments due to the Product Licensor under this Agreement and shall such confidentiality agreement prevent not disclose to the accounting firm from disclosing to Targacept Product Licensor any other information of the information contemplated by Section 7.10(a)Product Licensee or its Sublicensee.

Audits. (a) Upon Each Party may, upon request and at its expense (except as provided for herein), cause one of the written request “Big Four” accounting firms (Deloitte, Ernst & Young, KPMG or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. PricewaterhouseCoopers) selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours the books and records of Targacept the other Party and not more than once in each calendar year, Aventis shall permit an independent certified public accounting firm the correctness of nationally recognized standing appointed any payment made or required to be made to or by Targacept, at Targacept’s expense, to have access during normal business hourssuch Party, and upon reasonable prior written noticeany report underlying such payment (or lack thereof), to such of the records of Aventis as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior pursuant to the date terms of such requestthis Agreement. The accounting firm shall disclose Prior to Targacept and Aventis whether the royalty reports are correct or incorrectcommencing its work pursuant to this agreement, the basis for its finding and Audit Team shall enter into an appropriate confidentiality agreement with the specific details concerning any discrepanciesAuditee. (b) If In respect of each audit of the Auditee’s books and records: (i) the Auditee may be audited only once per year, (ii) no records for any given year for an Auditee may be audited more than once; provided that the Auditee’s records shall still be made available if such accounting firm correctly concludes that additional royalties were owed during such periodrecords impact another financial year which is being audited, Aventis (iii) the Audit Rights Holder shall pay the additional royalties, with interest only be entitled to audit books and records of an Auditee from the date originally due at an annual rate equal three (3) Calendar Years prior to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after Calendar Year in which the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amountaudit request is made. (c) Aventis In order to initiate an audit for a particular Calendar Year, the Audit Right Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall include in each sublicense granted provide the Auditee with notice of one or more proposed dates of the audit not less than [ * ] prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (d) The audit report and basis for any determination by it pursuant to this Agreement a provision requiring an Audit Team shall be made available first for review and comment by the Sublicensee to make reports to AventisAuditee, and the Auditee shall have the right, at its expense, to keep request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than [ * ] after the first determination is provided to such Auditee and maintain records to be limited to the disputed matters). If the Parties disagree as to such further determination, the Audit Right Holder and the Auditee shall mutually select one of sales the “Big Four” accounting firms (Deloitte, Ernst & Young, KPMG or PricewaterhouseCoopers) that shall make a final determination as to the remaining matters in dispute that shall be binding upon the Parties. Such accountants shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to such Party to the extent necessary to verify the payments required to be made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under terms of this Agreement. (de) Targacept If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall treat all information be reported to the Audit Rights Holder and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation to the underpaid or overcharged Party within [ * ] after receiving the audit report. Further, if the audit for an audited period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of [ * ] of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable Out-of-Pocket Costs in connection with said audit, which reimbursement shall be made within [ * ] after receiving appropriate invoices and other support for such audit-related costs. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (f) For the purposes of the audit rights described herein, an individual Party subject to review under this Section 7.10 an audit in accordance with any given year will be referred to as the confidentiality provisions “Auditee” and the other Party who has certain and respective rights to audit the books and records of Article 9 and shall cause its accounting firm the Auditee will be referred to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent as the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a)“Audit Rights Holder”.

Audits. (a) Upon Advancis will keep full and accurate books and records relating to the written request performance required of Targacept its obligations under this Agreement and not more than once its Net Sales. For any period in each calendar yearwhich Advancis is obligated to pay a royalty, Aventis shall permit Lilly will have the right, through an independent certified public accounting firm accountant of nationally recognized standing appointed by TargaceptLilly’s choice and reasonably acceptable to Advancis, at Targacept’s expense, to have access during normal regular business hours, hours and upon reasonable prior written advance notice, to audit such of the books and records of Aventis Advancis no more frequently than once per Calendar Year so as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six payments. Such audit may cover the three (363) months prior to Calendar Years preceding the date of the request for such requestaudit. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt cost of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted audit will be borne by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreementLilly; provided, however, in the event such audit reveals that the royalty payments previously made to Lilly are less than the properly calculated amount of royalty payments due hereunder by five percent (5%) or more, and any deficiency is greater than One Hundred Thousand Dollars ($100,000), then the reasonable costs of the audit will be borne by Advancis. Advancis will include in no event shall all sublicenses granted with respect to an Advancis New Product, and in any other agreements enabling a Third Person to be a Permitted Seller of an Advancis New Product, an audit provision substantially similar to the foregoing requiring such confidentiality agreement prevent Permitted Seller to keep full and accurate books and records relating to Net Sales and granting Lilly the accounting firm from disclosing right, through an independent certified public accountant of [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Lilly’s choice and reasonably acceptable to Targacept Advancis, to audit the accuracy of the information contemplated reported by Section 7.10(a)the sublicensee in connection therewith.

Audits. (a) Upon the written request of Targacept LICENSOR and not more than once in each calendar year, Aventis LICENSEE shall permit an independent certified public accounting firm of nationally internationally recognized standing appointed standing, selected by TargaceptLICENSOR and reasonably acceptable to LICENSEE, at TargaceptLICENSOR’s expense, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis LICENSEE as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior to the date of such requestnecessary. The accounting firm shall disclose to Targacept and Aventis LICENSOR only whether the royalty reports records are correct or incorrect, the basis for its finding not and the specific details concerning any discrepancies. No other information shall be shared. (ba) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis LICENSEE shall pay the additional royalties, with interest from the date originally due at an annual rate equal royalties to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers of LICENSOR’s delivery to Aventis LICENSEE such accounting firm’s written report so correctly concluding. [********] In The fees charged by such accounting firm shall be paid by LICENSOR; provided, however, if the event audit discloses that there was an over-payment the royalties payable by AventisLICENSEE for the audited period are more than 50% actually paid for such period, Targacept then LICENSEE shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of pay the reasonable fees and expenses charged by such accounting firm’s written report) return to Aventis the excess amount. (cb) Aventis LICENSEE shall include in each permitted sublicense granted by it pursuant to this the Agreement a provision requiring the Sublicensee SUBLICENSEE to make reports to AventisLICENSEE, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by TargaceptLICENSOR’s independent accountant to the same extent required by Aventis with respect to LICENSEE’s records under this Agreement. (dc) Targacept shall treat all information subject Except in the case of circumstances which would have prevented an error or anomaly from being disclosed during the audit hereabove mentioned, such as fraud or other failure to review under this Section 7.10 in accordance provide accurate information, upon the expiration of thirty days following the end of any calendar year, the calculation of royalties payable with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant respect to such confidentiality agreement; providedyear shall be binding and conclusive upon LICENSOR, howeverand LICENSEE, that in no event its Affiliates and Sublicensees shall be released from any liability or accountability with respect to royalties for such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).year. WINTR.4000.01 Page 12 of 25 ___________ ___________ LICENSOR LICENSEE Intellectual Property License And Consulting Agreement

Audits. To the extent Seller has the right to perform or cause to be performed inspections or audits under any Applicable Agreement regarding payments payable and/or paid thereunder (a) Upon each, a “License Party Audit”), Seller shall, at the written reasonable request of Targacept and Purchaser (such request not to be made more frequently than once in each every calendar year), Aventis shall permit an independent certified public accounting firm of nationally recognized standing appointed by Targacept, at Targaceptcause a License Party Audit to be performed as promptly as practicable following Purchaser’s expense, to have access during normal business hours, and upon reasonable prior written notice, to such of the records of Aventis as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 request in accordance with the confidentiality provisions terms of Article 9 and shall cause its such Applicable Agreement (a “Purchaser-Requested Audit”). In conducting a Purchaser- Requested Audit, Seller shall, to the extent permitted by the Applicable Agreements, select such public accounting firm to enter into conduct the Purchaser-Requested Audit as Purchaser shall recommend for such purpose. Seller shall not, without the prior written consent of Purchaser, request or cause an acceptable confidentiality agreement inspection or audit of GSK’s books and records to be conducted pursuant to, and in accordance with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreementSection 4.5 of the License Agreement or Section 6.5 of the Manufacturing Agreement, as applicable; provided, however, that if Purchaser has not requested an inspection or audit pursuant to this Section 5.06 prior to June 30 of any applicable calendar year, Seller may request an audit or inspection pursuant to Section 4.5 of the License Agreement or Section 6.5 of the Manufacturing Agreement, as applicable, during such calendar year without the consent of Purchaser. As promptly as practicable after completion of any License Party Audit (whether or not requested by Purchaser), Seller shall deliver to Purchaser an audit report summarizing the results of such License Party Audit. In the event that an inspection or audit constitutes a Purchaser-Requested Audit, all of the expenses of any such Purchaser-Requested Audit (including, without limitation, the fees and expenses of the independent public accounting firm) that would otherwise be borne by Seller pursuant to the Applicable Agreements, shall instead be borne (as such expenses are incurred, upon the provision to Purchaser of written documentation evidencing such expenses) by Purchaser, provided that any reimbursement by GSK of the expenses of the Purchaser-Requested Audit shall belong to Purchaser. Any deficiency in no event - 23 - payments made by GSK demonstrated in a License Party Audit shall such confidentiality agreement prevent be paid promptly, in accordance with the accounting firm from disclosing Applicable Agreements, to Targacept Purchaser or Seller, as the information contemplated case may be, by Section 7.10(a)deposit in the Joint Escrow Account for further distribution to Purchaser or (in respect of Sales Milestone Payments) to Seller.

Audits. (a) Upon Array shall keep complete, true and accurate books and records in accordance with its Accounting Standards in sufficient detail for Novartis to confirm the written request [*] due under this Agreement. Array shall keep such books and records for at least [*] following the end of Targacept the fiscal year to which they pertain. Novartis shall have the right for a period of [*] after receiving any invoice with respect to payments due and not more than once in each calendar year, Aventis shall permit payable hereunder to appoint an independent certified public accounting firm of nationally recognized standing appointed by Targacept, at Targacept’s expense, (the “Auditor”) reasonably acceptable to have access during normal business hours, and upon reasonable prior written notice, Array to such of inspect the relevant records of Aventis Array or its Affiliates to verify such reports, statements, records or books of accounts, as may be applicable. Before beginning its audit, the Auditor shall execute an undertaking reasonably necessary acceptable to Array by which the Auditor shall keep confidential all information reviewed during such audit. Array and its Affiliates, as applicable, shall make its records available for inspection by such Auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from Novartis, solely to verify the accuracy of Array’s or its Affiliate’s payment records or books of accounts and compliance in other respects with this Agreement. The Auditor shall have the royalty reports hereunder right to disclose to Novartis the results and its conclusions regarding any Reimbursable Costs owed under this Agreement, and Novartis shall treat such conclusions as Confidential Information pursuant to Article VII of the Termination Agreement. For the avoidance of doubt, notwithstanding the foregoing, the Auditor shall not disclose to Novartis any more detailed information than Novartis would have otherwise been entitled to receive pursuant to this Agreement absent this audit right. The audit report and basis for any determination by the Auditor shall be made available for review and comment by Array, and Array shall have the right, at its expense, to request a further determination by such Auditor as to matters that Array disputes (to be completed no more than [*] days after the applicable audit report is provided to Array and to be limited to the disputed matters). If the Parties disagree as to such further determination, such dispute shall be resolved pursuant to Section 10.9 of the Termination Agreement. Such inspection right shall not be exercised more than once in any calendar year during the Term and once thereafter. Novartis shall pay its own costs of such inspections, as well as its own legal expenses associated with enforcing its right with respect to any payment hereunder, except that in the event there is any downward adjustment in aggregate amounts payable for any calendar year ending not shown by such inspection of more than thirty-six (36) months prior to [*] of the date of amount paid for such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrectcalendar year, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis Array shall pay for such inspection. Array shall promptly reimburse Novartis the additional royalties, with interest from amount of any overpayment by Novartis of Reimbursable Costs. Novartis shall promptly pay Array the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concludingamount of any underpayment by Novartis of Reimbursable Costs. 6 [********] In Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreementinformation. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. (a) 5.2.1 Upon the written request of Targacept Licensor and not more than once in each calendar year[***], Aventis Licensee shall permit an independent certified public accounting firm of nationally recognized standing appointed selected by TargaceptLicensor and reasonably acceptable to Licensee, at Targacept’s Licensor's expense, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the financial records of Aventis Licensee (and its Affiliates and Sublicensees) as may be reasonably necessary to verify the accuracy of the royalty payment reports hereunder for any calendar year ending not more than thirty-six (36) months the [***] immediately prior to the date of such request, provided that in no event shall Licensor be subject to audit more than [***] absent credible evidence of intentional misconduct by Licensee, or its relevant Affiliate or Sublicensee. The Licensee shall keep or cause to be kept such records as are required to determine, in a manner consistent with generally accepted accounting firm shall disclose to Targacept and Aventis whether principles in the royalty reports are correct or incorrectUnited States, the basis for its finding and the specific details concerning any discrepanciessums or credits due under this Agreement. (b) 5.2.2 If such accounting firm correctly concludes that additional royalties amounts were owed during such the audited period, Aventis Licensee shall pay the such additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, amounts within thirty (30) days after the date Targacept Licensor delivers to Aventis Licensee such accounting firm’s 's written report so correctly concluding. The fees charged by such accounting firm shall be paid by Licensor; provided, however, if the audit discloses that the royalties payable by Licensee for such period are more than [***] percent ([***]%) of the royalties actually paid for such period, then Licensee shall pay the reasonable fees and expenses charged by such accounting firm. Further, if audits reveal [***] In successive underpayments, on the event [***] underpayment, Licensee will pay double the amount that there was an over-underpaid and may credit such excess payment by Aventis, Targacept shall promptly in (but in no event later than thirty (30or to) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amountany subsequent royalty payment. (c) Aventis 5.2.3 Licensor shall include in each sublicense granted by it pursuant cause its accounting firm to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat retain all financial information subject to review under this Section 7.10 5.2 in accordance with strict confidence. In addition Licensee shall have the confidentiality provisions of Article 9 and shall cause its right to require that such accounting firm firm, prior to conducting such audit, enter into an acceptable confidentiality appropriate non-disclosure agreement with Aventis obligating Licensee regarding such financial information. The accounting firm shall disclose to retain Licensor only whether the reports are correct or not, the amount of any discrepancy, and an appropriately detailed summary of the nature and source of such discrepancy. No other information shall be shared. Licensor shall treat all such financial information in confidence as Licensee's Confidential Information Certain portions of this Exhibit have been omitted pursuant to such confidentiality agreement; provideda request for confidentiality. Such omitted portions, howeverwhich are marked with brackets [ ] and an asterisk*, that in no event shall such confidentiality agreement prevent have been separately filed with the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a)Commission.

Audits. (a) Upon the written request of Targacept and not more than once in each calendar yearIntrexon, Aventis ZIOPHARM shall permit an independent certified public accounting firm of nationally internationally recognized standing appointed selected by TargaceptIntrexon, at Targacept’s expenseand reasonably acceptable to ZIOPHARM, to have access to and to review, during normal business hours, hours and upon reasonable no less than thirty (30) days prior written notice, to such of the applicable records of Aventis as may be reasonably necessary ZIOPHARM and its Affiliates to verify the accuracy and timeliness of the royalty reports hereunder and [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. payments made by ZIOPHARM under this Agreement. Such review may cover the records for sales made in any calendar year ending not more than thirty-six three (363) months years prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis both Parties whether the royalty reports are correct or incorrectand/or know-how reports conform to the provisions of this Agreement and/or US GAAP, the basis for its finding as applicable, and the specific details concerning any discrepancies. Such audit may not be conducted more than once in any calendar year. (b) If such accounting firm correctly concludes that additional royalties amounts were owed during such period, Aventis ZIOPHARM shall pay the additional royaltiesamounts, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis pointsas set forth in Section 5.7, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s of receipt of such the accounting firm’s written report. If the amount of the underpayment is greater than five percent (5%) return of the total amount actually owed for the period audited, then ZIOPHARM shall in addition reimburse Intrexon for all costs related to Aventis such audit; otherwise, Intrexon shall pay all costs of the excess amountaudit. In the event of overpayment, any amount of such overpayment shall be fully creditable against amounts payable for the immediately succeeding calendar quarter(s); provided, however, that such credit cannot be applied to reduce the amounts payable by ZIOPHARM to Intrexon for any particular calendar quarter by more than [***] percent ([***]%) of the amount otherwise due to Intrexon. (c) Aventis Intrexon shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (di) Targacept shall treat all information subject to review that it receives under this Section 7.10 5.5 in accordance with the confidentiality provisions of Article 9 7 and shall (ii) cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis ZIOPHARM obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent each case except to the accounting firm from disclosing extent necessary for Intrexon to Targacept the information contemplated by Section 7.10(a)enforce its rights under this Agreement.

Audits. To validate a Party’s compliance with its obligations pursuant to this Agreement, a Party (athe “Auditing Party”) Upon may, during the written request course of Targacept this Agreement and not more than once in each calendar yearfor one (1) year after the expiration or termination of this Agreement, Aventis shall permit appoint an independent certified public accounting firm of nationally recognized standing appointed by Targacept, accountant at Targaceptsuch Party’s expenseexpense (except as otherwise contemplated below), to have access during normal business hours, and upon reasonable prior written notice, to such carry out an audit of the records of Aventis as may be reasonably necessary maintained by the other Party (the “Audited Party”) from time to verify the accuracy time on behalf of the royalty reports hereunder Auditing Party. The auditors selected by Auditing Party shall be subject to acceptance by the Audited Party, such acceptance not to be unreasonably withheld or delayed (it being understood that it shall not be unreasonable for any calendar year ending not more than thirty-six (36) months prior a Party to reject an auditor which serves as the auditor of such Party’s financial statements). Any such audit shall be conducted pursuant to the date of such request. The accounting firm following terms and conditions: (i) the Auditing Party shall disclose provide notice to Targacept and Aventis whether the royalty reports are correct or incorrectAudited Party specifying the period to be audited, the basis for its finding type of amounts to be audited and the specific details concerning any discrepanciesidentity of the independent certified public accountant to be appointed to perform such audit; [***] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. (bii) If any such accounting firm correctly concludes that additional royalties were owed audits shall be conducted during such period, Aventis shall pay regular business hours at the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within Audited Party’s premises upon thirty (30) days days’ prior written notice by the Auditing Party and shall not interfere unreasonably with the Audited Party’s business activities; (iii) the auditor may inspect records for up to three (3) years after the date Targacept delivers end of the period to Aventis which they pertain; (iv) audits may not take place more than once per year or at such accounting firmother time as prompted by any investigation and no period may be audited more than once; (v) prior to the audit taking place, the auditor shall undertake to the Audited Party that they shall keep all information confidential and shall not disclose any information to the Auditing Party (except as set forth in clause (vi) below) or any Third Party, and shall only use the same for the purpose of calculations which they need to perform hereunder; (vi) details of the auditor’s written findings (including, for clarity, monetary values and supporting calculations) shall not be shared with the Auditing Party except in the form of a summary report so correctly concluding. and, in any event, the summary report shall be communicated to the Audited Party before it being shared with the Auditing Party and the Audited Party shall be given a period of thirty (30) Business Days to review and respond to the auditor’s findings before the summary report may be provided to the Auditing Party (such reports to include the Audited Party’s response to the findings); (vii) the auditor shall not be permitted to include any extrapolation calculations in their calculation of amounts allegedly underpaid to a Party; (viii) If an audit reveals a payment is due to the Auditing Party in excess of [*****] of the amounts for the period subject to review by the Auditing Party, then the Audited Party shall pay the reasonable costs of the auditors within sixty (60) days of the Auditing Party’s receipt of the summary report in Section 12.2(vi) notifying the Audited Party that the audit has been completed; (ix) If an audit reveals that a Party has underpaid any amount owing by it, the other Party may invoice the underpaid Party in accordance with Section 11.7 for the underpaid amount and the invoiced Party shall Pay such amount pursuant to Section 11.7 (unless the invoiced Party notifies the other Party of any dispute regarding the audit and commenced proceedings under Section 22 in which case the payment shall be delayed until conclusion of the proceeding); and [***] In Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the event that there was an over-payment by AventisSecurities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return as amended. Confidential treatment has been requested with respect to Aventis the excess amountthis information. (cx) Aventis shall include in each sublicense granted by it pursuant to this Agreement If an auditor reveals that a provision requiring Party has overpaid any amount, the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant overpaid amount will be credited against any future amounts payable to the same extent required by Aventis Party receiving such overpaid amount (unless the Party receiving such overpaid amount notifies the other Party of any dispute regarding the audit and commenced proceedings under this Agreement. (d) Targacept Section 22 in which case the payment shall treat all information subject to review under this Section 7.10 in accordance with be delayed until conclusion of the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(aproceeding).

Audits. (a) Upon The Purchaser shall have the written request of Targacept and not more than once in each calendar yearright to audit, Aventis shall permit through an independent certified public accounting firm of nationally recognized standing appointed accountant selected by Targaceptthe Purchaser and reasonably acceptable to the Selling Parties, at Targacept’s expense, to have access during normal business hours, those accounts and upon reasonable prior written notice, to such records of the records Selling Parties relevant to any Quarterly Reports described in clause (i)(B) of Aventis the definition of “Quarterly Report” or that include information described in clause (ii) of such definition as may be reasonably necessary to verify the accuracy of the royalty reports hereunder amounts transferred from the Joint Concentration Account to the Purchaser Concentration Account based on information included in such Quarterly Reports for any calendar year ending not more than thirty-six (36) months prior to the date or all of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [***] prior to the audit (provided, however, that, prior to conducting any such audit, such accounting firm shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to the Selling Parties). Such audits will occur during normal business hours and no more than once per [***]. The Purchaser’s independent certified public accountant will keep confidential all information obtained during such audit and will report to the Purchaser only the actual amount transferred from the Joint Concentration Account to the Purchaser Concentration Account based on information included in the applicable Quarterly Reports and the resulting discrepancy, if any, between that amount and the amounts in respect of the Purchased Interest that should have been transferred from the Joint Concentration Account to the Purchaser Concentration Account during the [***] In in question and the event that there was an over-payment by Aventisdetails of any discrepancies (the “Audit Report”). The Purchaser shall be solely responsible for all the expenses of any audit, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis unless the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring Audit Report shows any discrepancy where funds transferred from the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant Joint Concentration Account to the same extent required Purchaser Concentration Account based on information included in the applicable Quarterly Reports were less by Aventis under this Agreement. (d) Targacept [***] or more than such funds should have been for any of [***] then being reviewed. If the Audit Report shows any such discrepancy, the Selling Parties shall treat all information subject be responsible for the reasonable expenses incurred by the Purchaser for the independent certified public accountant’s services. The Selling Parties shall otherwise also be responsible for the amounts of any discrepancy shown by the Audit Report for any of [***] then being reviewed between the amount of funds transferred from the Joint Concentration Account to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).Purchaser

Audits. (a) Upon the written request of Targacept CytRx and not more than once in each calendar yearCalendar Year, Aventis SynthRx shall permit an independent certified public accounting firm of nationally recognized standing appointed selected by TargaceptCytRx and reasonably acceptable to SynthRx, at Targacept’s CytRx's expense, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis SynthRx as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) 24 months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis CytRx only whether the royalty reports are correct or incorrect, the basis for its finding incorrect and the specific details concerning any discrepancies. No other information shall be provided to CytRx. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis SynthRx shall pay the additional royalties, with interest from royalties within 30 days of the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept CytRx delivers to Aventis SynthRx such accounting firm’s 's written report so correctly concluding. [********] In , and will also pay the event that there was an over-payment fees charged by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report. In addition, if the additional royalties found due exceed 5% of the amounts paid, the SynthRx will pay CytRx interest on such additional royalties at the rate of prime rate plus 2% (as published in the Wall Street Journal on the last Friday of the month) return from the date such additional royalties were due to Aventis the excess amountdate such additional royalties are paid. (c) Aventis SynthRx shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee sublicensee to make reports to AventisSynthRx, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s CytRx's independent accountant to the same extent required by Aventis of SynthRx under this Agreement. Upon the expiration of 24 months following the end of any year, the calculation of royalties payable with respect to such year shall be binding and conclusive upon CytRx, and SynthRx and its sublicensees shall be released from any liability or accountability with respect to royalties for such year. (d) Targacept CytRx shall treat all financial information subject to review under this Section 7.10 4.3.4 or under any sublicense agreement in accordance with the confidentiality provisions of Article 9 this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis SynthRx obligating such firm it to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. Amgen shall keep complete and accurate records pertaining to the development and sale of Compounds in sufficient detail to permit CK to confirm the accuracy of all payments due hereunder, and such records shall be open (ain such form as may be available or reasonably requested by the certified public accountant in accordance with this Section 13.11) Upon to inspection for [***] following the written request end of Targacept and not the period to which they pertain. Not more than once in each any four consecutive calendar yearquarters, Aventis CK shall permit have the right to cause an independent independent, certified public accounting firm of nationally recognized standing appointed by Targaceptaccountant reasonably acceptable to Amgen to audit such records to confirm Net Sales and royalty and other payments for a period covering not more than the preceding [***]; provided that, at Targacept’s expense, the records for any particular period shall not be subject to have access more than one audit hereunder. Such audits may be exercised during normal business hours, and hours upon reasonable prior written notice to Amgen (but in no event less than [***] ([***]) days prior written notice). CK shall submit an audit plan, including audit scope, to Amgen for Amgen’s approval, which shall not be unreasonably withheld, prior to audit implementation. The independent certified public accountant shall keep confidential any information obtained during such inspection and shall report to CK only the amounts of Net Sales, applicable deductions and royalties and other payments due and payable, but may include, in the records of Aventis as may event such accountant shall be reasonably necessary unable to verify the accuracy correctness of any such payment, information relating to why such payment is unverifiable. Amgen shall receive a copy of each such report concurrently with receipt by CK, which report shall constitute Amgen Confidential Information. In the royalty reports hereunder for any calendar year ending not event that such payment is unverifiable, Amgen and CK shall use [***] to arrive at an equitable solution. CK shall bear the full cost of such audit unless such audit discloses an underpayment of more than thirty[***] percent ([***]%) from the aggregate amount of royalties or other payments rightfully due for the period audited. In such case, Amgen shall bear the full cost of such certified public accountant and other documented out-six (36) months prior of-pocket costs incurred, to the date extent such costs are reasonable and customary, to perform such audit and shall promptly remit to CK the amount of such requestany underpayment. The accounting firm shall disclose Upon the [***] with respect to Targacept [***] be required to *** Certain information on this page has been omitted and Aventis whether filed separately with the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, Commission. Confidential treatment has been requested with interest from the date originally due at an annual rate equal respect to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concludingomitted portions. [********] In the event that there was an over-payment by Aventis, Targacept ]. The independent certified public accountant shall promptly (but be required to execute Amgen’s confidential disclosure agreement in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return standard and customary form prior to Aventis the excess amountperforming any audit procedures or receiving any information from Amgen. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. (a) Zai shall keep, and shall require its Affiliates and Sublicensees to keep (all in accordance with the GAAP, consistently applied), for a period not less [***] complete and accurate records in sufficient detail to properly reflect Net Sales and to enable any Milestone Payment payable hereunder to be determined. (b) Upon the written request of Targacept Deciphera, Zai shall permit, and not more than once in each calendar yearshall cause its Affiliates and Sublicensees to permit, Aventis shall permit an independent certified public accounting firm of nationally recognized standing appointed selected by TargaceptDeciphera and reasonably acceptable to Zai, at TargaceptDeciphera’s expense, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis Zai or its Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports payments hereunder for any calendar year Calendar Year ending not more than thirty-six [***]. These rights with respect to any Calendar Year shall [***] end of any such Calendar Year and shall be limited to once each Calendar Year (36) months prior to provided that the date foregoing frequency limit shall not apply if Deciphera has cause). Deciphera shall provide Zai with a copy of such requestthe accounting firm’s written report [***]. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such periodan underpayment was made, Aventis then Zai shall pay the additional royalties, with interest from amount due within [***] of the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept Deciphera delivers to Aventis Zai such accounting firm’s written report so correctly concluding. If such accounting firm concludes that an overpayment was made, then such over payment shall be credited against any future payment due to Deciphera hereunder (if there is no future payment due, then Deciphera shall promptly refund such overpayment to Zai). Deciphera shall bear the full cost of such audit unless such audit correctly discloses that the additional payment payable by Zai for the audited period is more [********] In the event amount otherwise paid for that there was an over-payment audited period, in which case Zai shall pay the reasonable fees and expenses charged by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such the accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept Deciphera shall treat all information financial information, subject to review under this Section 7.10 10.6 in accordance with the confidentiality provisions of Article 9 and ARTICLE 11, and, prior to commencing such audit, shall cause its accounting firm to enter into an acceptable a confidentiality agreement with Aventis Zai obligating such firm it to retain treat all such financial information in confidence pursuant to such confidentiality provisions. Such accounting firm shall not disclose Zai’s Confidential Information to Deciphera, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by Zai or the amount of payments to or by Zai under this Agreement. (d) Zai shall include in each relevant sublicense granted by it a provision requiring any Sublicensee to maintain records of sales of Licensed Products made pursuant to such sublicense, and to grant access to such records by an accounting firm to the same extent and under the same obligations as required of Zai under this Agreement. Deciphera shall advise Zai in advance of each audit of any such Sublicensee with respect to Licensed Product sales either by Deciphera or its designated auditor under the terms of such Sublicensee agreement; provided. Deciphera shall provide Zai with a summary of the results received from the audit and, howeverif Zai so requests, that in no event a copy of the audit report. Deciphera shall such confidentiality agreement prevent pay the full costs charged by the accounting firm firm, unless the audit discloses that the additional payments payable to Deciphera for the audited period is more than [***] from disclosing to Targacept the information contemplated amounts otherwise paid for that audited period, in which case Zai shall pay the reasonable fees and expenses charged by Section 7.10(a)the accounting firm.

Audits. (a) Upon Cubist shall have the right, upon [ ]* prior written request notice to Abbott, to conduct during normal business hours a quality assurance audit and inspection of Targacept ▇▇▇▇▇▇’▇ records and not more than production facilities relating to the manufacture of Product, and follow-up audits as necessary. Such audits and inspections may be conducted from time to time on a reasonable basis prior to production of the first commercial Product order placed by Cubist and thereafter once in each calendar year. The duration of such audits shall not exceed two (2) days and such audits shall be performed by no more than three (3) auditors, Aventis unless Cubist reasonably believes that a longer audit or additional personnel are necessary and provides its reasons for such belief to Abbott in writing. If Cubist wishes to perform audits more often than once per year or over a period in excess of [ ]*, Cubist shall permit an independent certified public accounting firm pay Abbott [ ]* Dollars (US$[ ]*) per additional audit day. If more than three (3) auditors perform the audit, Cubist shall pay Abbott [ ]* Dollars (US$ [ ]*) per additional auditor. In addition, Cubist shall have the right at any time during the Term, upon [ ]* prior written notice to Abbott, to conduct any audits specifically mandated by any regulatory authority or to respond to specific questions from any regulatory authority. Visits by Cubist to ▇▇▇▇▇▇’▇ production facilities may involve the transfer of nationally recognized standing appointed Confidential Information and shall be subject to the terms of Article 12 hereof. The results of such audits and inspections shall be considered Confidential Information under Article 12 and shall not be disclosed to third persons, including but not limited to the FDA and other government regulatory agencies, unless required by Targaceptlaw and upon prior written notice to Abbott. In the event, Abbott fails to meet cGMPs or the Product Specifications, Abbott will be responsible, at Targacept’s ▇▇▇▇▇▇’▇ expense, for (i) conducting an investigation to have access during normal business hoursdefine the probable causes for the failure, (ii) providing an acceptable cGMPs investigation report to Cubist for review and upon reasonable prior written notice, to such of approval and (iii) achieving compliance with cGMPs. * Confidential treatment requested: Material has been omitted and filed with the records of Aventis as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepanciesCommission. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event the FDA or other governmental regulatory agency notifies Abbott that there was an over-payment by Aventis, Targacept it intends to visit or inspect the Abbott production facilities relating to the manufacture of Product. Abbott shall promptly (but provide notice of such visit or inspection to Cubist and Cubist shall have the right to participate in no event later than thirty (30) days after Targacept’s such visit or inspection. Abbott shall advise Cubist immediately if an authorized agent of the FDA or other governmental regulatory agency visits the Abbott production facilities relating to the manufacture of Product without prior notice. Abbott shall furnish to Cubist the report by such agency of such visit to the Abbott production facilities relating to the manufacture of Product within [ ]* of ▇▇▇▇▇▇’▇ receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. (a) Upon the written request of Targacept and not Ipsen (which shall be no more than once in each calendar year[ * ]), Aventis GTx and Ipsen shall agree on a mutually acceptable date on which to permit an independent certified public accounting firm of nationally an internationally recognized standing appointed by Targacept, at Targacept’s expense, [ * ] to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis GTx as may be reasonably necessary to verify the accuracy of the royalty reports hereunder and to audit the records as provided for any calendar year ending not more than thirty-six (36in Section 4.2(f)(iii) months prior to the date of such requestthis Agreement. The accounting firm shall disclose to Targacept GTx and Aventis Ipsen whether the royalty reports reports/records are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) discrepancies and such other information that should properly be contained in an accounting report required under this Section. If such accounting firm correctly concludes that additional royalties amounts relating to I▇▇▇▇’▇ share in Joint Initial Development Expenses were owed during such periodowed, Aventis Ipsen shall pay the such additional royalties, with interest from amounts within [ * ] of the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept Ipsen delivers to Aventis GTx such accounting firm’s written report so correctly concluding. [********] In the event such accounting firm concludes that there was an over-payment amounts relating to I▇▇▇▇’▇ share in Joint Initial Development Expenses were overpaid by AventisIpsen, Targacept GTx shall promptly (but in no event later than thirty (30) days after Targacept’s receipt repay Ipsen the amount of such overpayment within [ * ] of the date Ipsen delivers to GTx such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted report so concluding. The fees charged by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreementshall be paid by Ipsen; provided, however, if the audit reveals that in no event shall such confidentiality agreement prevent Ipsen has overpaid by more than [ * ] I▇▇▇▇’▇ share of Joint Initial Development Expenses due hereunder for the period being reviewed, then the fees and expenses of the accounting firm for the audit shall be paid by GTx. Upon the expiry of [ * ] following the end of any calendar year for which Ipsen has made payment of Joint Development Expenses with respect to such calendar year, and in the absence of gross negligence or willful misconduct of GTx or a contrary finding by an accounting firm pursuant to this Section, such calculation shall be binding and conclusive upon the Parties, and GTx shall be released from disclosing any liability or accountability with respect to Targacept the information contemplated any over payment by Section 7.10(a)Ipsen for Joint Development Expenses for such calendar year.

Audits. (a) Upon EBLD or EBLD's designated representative shall have the written request of Targacept and not more than once in each calendar year, Aventis shall permit an independent certified public accounting firm of nationally recognized standing appointed by Targaceptright, at Targacept’s expenseYUSA's usual place of business, during business hours and on reasonable notice to have access during normal business hours, and upon reasonable prior written notice, to such of the records of Aventis as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly YUSA (but in no event later more than thirty once annually), to examine and copy at EBLD's sole expense (30provided EBLD keeps such copies confidential and uses them solely in connection with EBLD's audit rights hereunder, in any proceeding hereunder, or in any necessary business disclosures to a third party subject to such third party's agreement to retain such confidentiality) days after Targacept’s receipt YUSA's books and records to confirm the accuracy of any such statmenets not otherwise deemed accepted. In the event that such audit reveals a discrepancy in the amounts owed EBLD from what was actually paid, YUSA shall pay EBLD the amount of such accounting firm’s written reportdiscrepancy. If such discrepancy is in excess of five percent (5%) return of the amounts actually paid to Aventis EBLD, YUSA shall reimburse EBLD for the excess amount. cost of such audit. YUSA or YUSA's designated representative shall have the right, at EBLD's usual place of business, during business hours and on reasonable notice to EBLD (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that but in no event more than once annually), to examine and copy (provided YUSA keeps such copies confidential and uses them solely in connection wtih YUSA's audit rights hereunder, in any proceeding hereunder, or in any necessary business disclosures to a third party subject to such third party's agreement to retain such confidentiality) EBLD's books and records to confirm the accuracy of any such statements not otherwise deemed accepted. In the event that such audit reveals a discrepancy in the amounts owed YUSA from what was actually paid, EBLD shall pay YUSA the amount of such confidentiality agreement prevent discrepancy. If such discrepancy is in excess of five percent (5%) of the accounting firm from disclosing amounts actually paid to Targacept YUSA, EBLD shall reimburse YUSA for the information contemplated by Section 7.10(a)cost of such audit.

Audits. (a) Zai shall keep, and shall require its Affiliates and Sublicensees to keep (all in accordance with the GAAP or IFRS), for a period not less than [***] from the end of the Calendar Year to which they pertain, complete and accurate records in sufficient detail to properly reflect Net Sales and to enable any Milestone Payment payable hereunder to be determined. (b) Upon the written request of Targacept ▇▇▇▇▇▇, Zai shall permit, and not more than once in each calendar yearshall cause its Affiliates and Sublicensees to permit, Aventis shall permit an independent certified public accounting firm of nationally recognized standing appointed selected by Targacept▇▇▇▇▇▇ and reasonably acceptable to ▇▇▇, at Targacept▇▇▇▇▇▇’s expense, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis Zai or its Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports payments hereunder for any calendar year Calendar Year ending not more than thirty-six [***]. These rights with respect to any Calendar Year shall [***] the end of any such Calendar Year and shall be limited to once each Calendar Year (36) months prior to provided that the date of such requestforegoing frequency limit shall not apply if Karuna has reasonable cause). The accounting firm shall disclose to Targacept provide Karuna and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) Zai with a written report [***]. If such accounting firm correctly concludes that additional royalties were owed during such periodan underpayment was made, Aventis then Zai shall pay the additional royalties, with interest from the date originally amount due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days [***] after the date Targacept delivers to Aventis receipt of such accounting firm’s written report so correctly concluding. If such accounting firm concludes that an overpayment was made, then such overpayment shall be credited against any future payment due to Karuna hereunder (if there is no future payment due, then ▇▇▇▇▇▇ shall promptly refund such overpayment to Zai). Karuna shall bear the full cost of such audit unless such audit discloses that the additional payment payable by ▇▇▇ for the audited period is more than [********] In of the event amount otherwise paid for that there was an over-payment audited period, in which case Zai shall pay the reasonable fees and expenses charged by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such the accounting firm’s written report) return to Aventis the excess amount. (c) Aventis Zai shall include in each relevant sublicense granted by it pursuant to this Agreement a provision requiring the any Sublicensee to make reports to Aventis, to keep and maintain records of sales of Licensed Product made pursuant to such sublicense sublicense, and to grant access to such records by Targacept’s independent accountant an accounting firm to the same extent and under the same obligations as required by Aventis of Zai under this Agreement. (d) Targacept . Karuna shall treat all information subject advise Zai in advance of each audit of any such Sublicensee with respect to review the Net Sales of the Licensed Product either by Karuna or its designated auditor under this Section 7.10 in accordance with the confidentiality provisions terms of Article 9 and shall cause its such Sublicensee agreement. The accounting firm to enter into an acceptable confidentiality agreement shall provide Karuna and Zai with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event a copy of the audit report at the same time. Karuna shall such confidentiality agreement prevent pay the full costs charged by the accounting firm firm, unless the audit discloses that the additional payments payable to Karuna for the audited period is more than [***] from disclosing to Targacept the information contemplated amounts otherwise paid for that audited period, in which case Zai shall pay the reasonable fees and expenses charged by Section 7.10(a)the accounting firm.

Audits. To validate BAYER’s compliance with its obligations under or in connection with this Agreement, EXSCIENTIA may, during the course of this Agreement and for one (1) year after the expiry or termination of this Agreement, appoint an Independent Accountant, at EXSCIENTIA’s expense (except as otherwise contemplated below), to carry out an audit of BAYER’s books and records from time to time on behalf of EXSCIENTIA. Subject to the following sentence, the auditors selected by EXSCIENTIA shall be subject to acceptance by BAYER, such acceptance not to be unreasonably withheld or delayed. BAYER may only withhold its approval of EXSCIENTIA’s appointment of an Independent Accountant on the grounds of a potential conflict of interest or due to legal reasons. Any such audit shall be conducted pursuant to the following terms and conditions: (a) Upon the written request of Targacept and not more than once in each calendar year, Aventis Any such audits shall permit an independent certified public accounting firm of nationally recognized standing appointed by Targacept, be conducted during regular business hours at TargaceptBAYER’s expense, to have access during normal business hours, and premises upon reasonable [****] days’ prior written noticenotice by EXSCIENTIA and shall not interfere unreasonably with BAYER’s business activities; Certain confidential information contained in this document, to such of marked by [****], has been omitted because it is both (i) not material and (ii) is the records of Aventis type that the registrant treats as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct private or incorrect, the basis for its finding and the specific details concerning any discrepanciesconfidential. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal The auditor may inspect records for up to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [****] after the end of the period to which they pertain; (c) Audits may not take place more than once per Calendar Year and no period may be audited more than once; (d) Prior to the audit taking place, the auditor shall undertake to BAYER that they shall keep all information accessed in the course of performing the audit confidential and shall not disclose any information to EXSCIENTIA (except as set forth in clause (e) below) or any Third Party, and shall only use the same for the purpose of carrying out its duties in connection with the audit; (e) The auditor shall share their draft findings (including, for the avoidance of doubt, monetary values and supporting calculations) in the form of a summary report with BAYER, in any event before being shared with EXSCIENTIA and BAYER shall be given a period of [****] In Business Days to review and respond to the event auditor’s findings before the auditors may provide the summary report to EXSCIENTIA (such report to include BAYER’s response to the findings); (f) The auditor shall not be permitted to include any extrapolation calculations in their calculation of amounts allegedly underpaid to EXSCIENTIA. (g) If an audit reveals that there was BAYER has underpaid royalties due, EXSCIENTIA may invoice BAYER for the underpaid amount, together with interest calculated pursuant to Section 6.6.5; and (h) If an over-payment audit reveals an underpayment in excess of [****] of the aggregate amount of royalty payments owed for the period subject to review by AventisEXSCIENTIA, Targacept then BAYER shall promptly (but in no event later than thirty (30) pay EXSCIENTIA’s reasonable external costs of the audit within [****] days after Targaceptof EXSCIENTIA’s receipt of such accounting firm’s written reportthe summary report in Section 7.2(e) return to Aventis and EXSCIENTIA notifying Bayer that the excess amountaudit has been completed. Certain confidential information contained in this document, marked by [****], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. (ci) Aventis shall include in If an audit reveals that BAYER overpaid any royalties (the amount of each sublicense granted such overpayment, an “Overpayment Amount”), then, as may be requested by it BAYER, (x) the Overpayment Amount will be credited against any future amounts payable to EXSCIENTIA pursuant to this Agreement a provision requiring Agreement, or (y)EXSCIENTIA shall reimburse BAYER for such Overpayment Amount (or any portion thereof that has not been credited as set out in the Sublicensee to make reports to Aventis, to keep and maintain records foregoing clause (x)) within [****] days after EXSCIENTIA’s receipt of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this relevant summary report in Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a7.2(e).

Audits. (a) Upon Brickell shall maintain, and shall cause its sublicensees and affiliates to maintain, complete and accurate books and records relating [***] to any amounts payable to BLI under this Rights Agreement, which records shall contain sufficient information to permit BLI to confirm the written request accuracy of Targacept any reports and not more than once in each payments delivered to BLI hereunder. The relevant Party shall retain such records for at least [***] following the end of the calendar yearyear to which they pertain, Aventis during which time BLI, or BLI’s appointed agents, shall permit have the right, [***], through an independent certified public accounting firm of nationally recognized standing appointed accontant selected by Targacept, at TargaceptBLI (“BLI’s expenseCPA”), to have access inspect, copy, and audit such records during normal business hours, and upon reasonable prior written notice, to such of the records of Aventis as may be reasonably necessary hours to verify any reports and payments made. BLI shall have the accuracy of right to inspect Brickell’s books and records as needed in BLI’s reasonable discretion. In the royalty reports event that any audit performed hereunder for any calendar year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. reveals [*****], Brickell shall [***] of such audit and shall remit any amounts due to BLI within [***] of receiving notice thereof from BLI. In the event that there was any audit performed hereunder reveals [***], BLI shall return [***] to Brickell within [***] days of receiving the audit report or credit Brickell in an overamount [***]. If Brickell disputes the findings of BLI’s CPA, then within thirty [***] after receipt by Brickell of BLI’s CPA’s report, Brickell shall designate an independent certified public accountant (“Brickell’s CPA”) to work with BLI’s CPA [***] in an attempt to resolve the disputed findings. If BLI’s CPA and Brickell’s CPA are unable to resolve the differences, BLI’s CPA and Brickell’s CPA will agree upon an independent third-payment party CPA (“Third-Party CPA”), who shall review and inspect the identical books, records, and other documents reviewed by Aventis, Targacept BLI’s CPA and Brickell’s CPA and issue an independent report pertaining thereto (“Report”). The Report shall promptly (but in no event later than thirty (30) days after Targacept’s receipt be binding upon both parties. If the Report reflects [***] of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis payments owed under this AgreementRights Agreement for the calendar year then being reviewed, the reasonable and necessary fees and expenses of BLI’s CPA and the Third-Party CPA shall be [***]. Otherwise, the fees and expenses of Brickell’s CPA and the Third-Party CPA shall be [***]. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. (a) Upon the written request of Targacept Vertex and not more than once in each calendar yearCalendar Year, Aventis Merck shall permit an independent certified public accounting firm of nationally recognized standing appointed selected by TargaceptVertex and reasonably * Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. acceptable to Merck, at TargaceptVertex’s expense, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis Merck as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months [***] prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis Vertex only whether the royalty reports are correct or incorrect, the basis for its finding incorrect and the specific details concerning any discrepancies. (b) . No other information shall be provided to Vertex. If such accounting firm correctly concludes that additional royalties were owed identifies a discrepancy made during such period, Aventis the appropriate Party shall pay the additional royalties, with interest from other Party the amount of the discrepancy within [***] of the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept Vertex delivers to Aventis Merck such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the Parties. [********] In the event that there was an over-payment The fees charged by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis firm shall be paid by Vertex. Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee sublicensee to make reports to AventisMerck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by TargaceptVertex’s independent accountant to the same extent required by Aventis of Merck under this Agreement. (d) Targacept . Upon the expiration of [***] following the end of any Calendar Year, the calculation of royalties payable with respect to such year shall be binding and conclusive upon Vertex, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. Vertex shall treat all financial information subject to review under this Section 7.10 5.19 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of Article 9 this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis Merck and/or its Related Parties obligating such firm it to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. (a) Upon Cubist shall have the right, upon [ ]* prior written request notice to Abbott, to conduct during normal business hours a quality assurance audit and inspection of Targacept ▇▇▇▇▇▇'▇ records and not more than production facilities relating to the manufacture of Product, and follow-up audits as necessary. Such audits and inspections may be conducted from time to time on a reasonable basis prior to production of the first commercial Product order placed by Cubist and thereafter once in each calendar year. The duration of such audits shall not exceed two (2) days and such audits shall be performed by no more than three (3) auditors, Aventis unless Cubist reasonably believes that a longer audit or additional personnel are necessary and provides its reasons for such belief to Abbott in writing. If Cubist wishes to perform audits more often than once per year or over a period in excess of [ ]*, Cubist shall permit an independent certified public accounting firm pay Abbott [ ]* Dollars (US$[ ]*) per additional audit day. If more than three (3) auditors perform the audit, Cubist shall pay Abbott [ ]* Dollars (US$ [ ]*) per additional auditor. In addition, Cubist shall have the right at any time during the Term, upon [ ]* prior written notice to Abbott, to conduct any audits specifically mandated by any regulatory authority or to respond to specific questions from any regulatory authority. Visits by Cubist to ▇▇▇▇▇▇'▇ production facilities may involve the transfer of nationally recognized standing appointed Confidential Information and shall be subject to the terms of Article 12 hereof. The results of such audits and inspections shall be considered Confidential Information under Article 12 and shall not be disclosed to third persons, including but not limited to the FDA and other government regulatory agencies, unless required by Targaceptlaw and upon prior written notice to Abbott. In the event, Abbott fails to meet cGMPs or the Product Specifications, Abbott will be responsible, at Targacept’s ▇▇▇▇▇▇'▇ expense, for (i) conducting an investigation to have access during normal business hoursdefine the probable causes for the failure, (ii) providing an acceptable cGMPs investigation report to Cubist for review and upon reasonable prior written notice, to such of approval and (iii) achieving compliance with cGMPs. * Confidential treatment requested: Material has been omitted and filed with the records of Aventis as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepanciesCommission. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event the FDA or other governmental regulatory agency notifies Abbott that there was an over-payment by Aventis, Targacept it intends to visit or inspect the Abbott production facilities relating to the manufacture of Product. Abbott shall promptly (but provide notice of such visit or inspection to Cubist and Cubist shall have the right to participate in no event later than thirty (30) days after Targacept’s such visit or inspection. Abbott shall advise Cubist immediately if an authorized agent of the FDA or other governmental regulatory agency visits the Abbott production facilities relating to the manufacture of Product without prior notice. Abbott shall furnish to Cubist the report by such agency of such visit to the Abbott production facilities relating to the manufacture of Product within [ ]* of ▇▇▇▇▇▇'▇ receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. (a) Upon During the Royalty Term, upon the written request of Targacept CaspianTern and not more than once in each calendar yearCalendar Year, Aventis Hansoh and CaspianTern shall permit jointly select an independent certified public accounting firm of nationally recognized standing appointed by Targacept, at TargaceptCaspianTern’s expense, to permit such accounting firm to have access during normal business hours, and upon reasonable prior written notice, hours to such of the financial records of Aventis Hansoh as may be reasonably necessary to verify the accuracy of the royalty payment reports hereunder for any calendar year ending not more than thirty-six (36) months the [***] immediately prior to the date of such requestrequest (other than records for which CaspianTern has already conducted an audit under this Section). Such audit shall be requested in writing at least [***] in advance. For the avoidance of any doubt, the Parties agree that each of the Big 4 accounting firms satisfies the requirements under this Section 6.2 and is acceptable to Hansoh. 6.2.1 If such accounting firm concludes that additional amounts were owed during the audited period, Hansoh shall pay such additional amounts within [***] after the date CaspianTern delivers to Hansoh such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by CaspianTern; provided, however, if the audit discloses that the royalties payable by Hansoh for such period are more than [***] of the royalties actually paid for such period, then Hansoh shall pay the reasonable, in any case no more than [***], fees and expenses charged by such accounting firm. 6.2.2 CaspianTern shall cause its accounting firm to retain all financial information subject to review under this Section 6.2 in strict confidence; provided, however, that Hansoh shall have the right to require that such accounting firm, prior to conducting such audit, enter into an appropriate non-disclosure agreement with Hansoh regarding such financial information. The accounting firm shall disclose to Targacept and Aventis CaspianTern only whether the royalty reports are correct or incorrect, the basis for its finding not and the specific details concerning amount of any discrepancies. (b) If discrepancy. No other information shall be shared. CaspianTern shall treat all such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firmfinancial information as Hansoh’s written report so correctly concludingConfidential Information. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly = [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (but in no event later than thirty I) IS NOT MATERIAL AND (30II) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED]

Audits. (ai) Upon During the written request term of Targacept this Agreement, Seller and not more than once in Purchaser shall consult with each calendar yearother regarding the timing, Aventis shall permit an independent certified public accounting firm manner and conduct of nationally recognized standing appointed by Targaceptany audit of any Licensee’s records, at Targacept’s expenseas applicable, to have access during normal business hours, and upon reasonable prior written notice, to such of the records of Aventis as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior with respect to the date Purchased Royalty Payments. If in the course of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct consultation, Purchaser requests that Seller conduct an inspection or incorrectaudit of a Licensee’s records, the basis for its finding and the specific details concerning any discrepancies. as applicable (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royaltieseach a “Purchaser-Requested Audit”), with interest from the date originally due at an annual rate equal respect to the 30-day London Interbank Offered Rate applicable Purchased Royalty Payments, Seller shall act on such request in a manner consistent with Purchaser’s request in all material respects and consistent with the standard with which Seller would act in the administration of its own business (Libor) plus fifty (50) basis pointsassuming, within thirty (30) days after for these purposes, that the date Targacept delivers applicable License Agreement was the only business of Seller); provided, for clarity, that Purchaser shall have the right to Aventis such accounting firm’s written report so correctly concluding. [********] In require Seller and its Affiliates to enforce provisions contained in the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this applicable License Agreement. (dii) Targacept To the extent Seller has the right to perform or cause to be performed inspections or audits under any License Agreement, as applicable, regarding payments payable and/or paid thereunder (each, a “License Party Audit”), Seller shall treat all information exercise such right, subject to review under this Section 7.10 8.9(b), in consultation with Purchaser. If conducting a Purchaser-Requested Audit, Seller shall, to the extent permitted, select such public accounting firm to conduct the Purchaser-Requested Audit as Purchaser shall reasonably recommend, and reasonably acceptable to Seller, for such purpose. Subject to Section 8.9(b), as promptly as practicable after completion of any License Party Audit (whether or not requested by Purchaser), Seller shall deliver to Purchaser an audit report summarizing the results of such License Party Audit. If an inspection or audit constitutes a Purchaser-Requested Audit, all of the expenses of any such Purchaser-Requested Audit (including, without limitation, the fees and expenses of the independent public accounting firm) that would otherwise be borne by Seller pursuant to the applicable License Agreement shall instead be borne (as such expenses are incurred, upon the provision to Purchaser of written documentation evidencing such expenses) by Purchaser, provided that any reimbursement by a Licensee of the expenses of the Purchaser-Requested Audit shall belong to Purchaser. Any deficiency in payments of Purchased Royalty Payments made by a Licensee, as applicable, demonstrated in a License Party Audit shall be paid promptly, in accordance with the confidentiality provisions terms of Article 9 and shall cause its accounting firm such License Agreement, to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence Purchaser pursuant to such confidentiality agreement; providedthe terms hereof. [*] = Certain confidential information contained in this document, howevermarked by brackets, has been omitted because it is both (i) not material and (ii) is the type that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a)registrant treats as private or confidential.

Audits. (a) Upon During the written request of Targacept Royalty Term and for [*****] thereafter, and not more than once in each calendar yearCalendar Year, Aventis CureVac shall permit permit, and shall cause its Affiliates or sublicensees to permit, an independent certified public accounting firm of nationally recognized standing appointed by Targacept, at Targacept’s expense, auditor to have access to and to review, during normal business hours, and hours upon reasonable prior written notice, to such of the applicable records of Aventis as may be reasonably necessary CureVac and its Affiliates or sublicensees to verify the accuracy of the royalty reports hereunder and payments under this Section 8.6. Such review may cover the records for sales of such Products made in any calendar year Calendar Year ending not more than thirty-six (36) months [*****] prior to the date of such requestrequest (unless CureVac’s internal company procedures for its Affiliates or the internal company procedures of the sublicensees require a shorter period). The accounting firm auditor shall disclose to Targacept myNEO and Aventis CureVac only whether the royalty reports are correct or incorrect, the basis for its finding incorrect and the specific details concerning any discrepancies. No other information shall be provided to myNEO. If the auditor concludes that: ​ (a) an overpayment was made, such overpayment shall be fully creditable against amounts payable in subsequent payment periods or, at CureVac’s request, shall be promptly reimbursed to CureVac. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis and ▇▇▇▇▇▇▇ agrees with such calculation, ▇▇▇▇▇▇▇ shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, undisputed royalties and corresponding interests within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [*****] after the date myNEO delivers to CureVac the auditor’s written report. In the latter case (b), if CureVac disagrees with the auditor’s calculation, it may retain its own independent auditor to conduct a review, and: (a) if CureVac’s auditor concurs with the first auditor, CureVac shall make the required payment within [*****] In after the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt date CureVac receives the report of such accounting firm’s written report) return to Aventis the excess amountits auditor and a corresponding invoice from myNEO. (cb) Aventis if CureVac’s auditor does not concur, CureVac and myNEO shall include meet and negotiate in each sublicense granted good faith a resolution of the discrepancies between the two audits. myNEO shall pay for the cost of any audit, unless CureVac has underpaid myNEO by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventisgreater of (i) [*****] (ii) [*****], to keep and maintain records in which case CureVac shall pay for the costs of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept audit. Each Party shall treat all information subject to review that it receives under this Section 7.10 8.6.5 in accordance with the confidentiality provisions of Article 9 of this Agreement, and shall cause its accounting firm auditor to enter into an acceptable confidentiality agreement consistent with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a)Article 9.

Audits. During the Term and for a period of three (a3) Upon years thereafter, DSP shall keep (and shall cause its Affiliates and sublicensees to keep) complete and accurate records pertaining to the written request sale or other disposition of Targacept Products in the Field in the Territory and calculations of Net Sales and payments required under this Agreement in sufficient detail to permit Intercept to confirm the accuracy of all payments due to it hereunder. Notwithstanding the foregoing, should applicable Law in the Territory require DSP to retain records of the nature described in the preceding sentence for a period longer than that set forth in the preceding sentence, DSP shall retain such records for the longer period; provided that Intercept shall advise of any applicable record-keeping requirements imposed by laws outside the Territory. Intercept shall have the right to cause an independent, certified public accountant reasonably acceptable to DSP to audit such records to confirm Net Sales, royalty, milestone and other payments for a period covering up to but not more than once the preceding twelve (12) calendar quarters; provided that any such accountant shall have previously entered into a confidentiality agreement reasonably satisfactory to DSP limiting its disclosure of such information to authorized representatives of the Parties or as required under applicable Laws. Any such inspection shall be for the sole purpose of verifying the calculation of payments on Net Sales of the Products in each calendar year, Aventis shall permit an independent certified public accounting firm of nationally recognized standing appointed the Field in the Territory by Targacept, at Targacept’s expense, to have access during normal business hoursDSP, and upon reasonable prior written noticeits Affiliates or sublicensees and milestone, royalty and other payments paid by DSP under this Agreement. The accountant shall only disclose to such Intercept the findings of the records of Aventis as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding audit and the specific details concerning any discrepancies. . No other information shall be provided to Intercept. Such audit rights may be exercised during normal business hours upon reasonable prior written notice to DSP; provided that such audit right may be exercised no more than once in any twelve (b12) If -month period. Prompt adjustments shall be made by the Parties to reflect the results of such accounting firm correctly concludes that additional royalties were owed during audit. Intercept shall bear the full cost of such period, Aventis shall pay the additional royalties, with interest from the date originally due at audit unless such audit discloses an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. underpayment by DSP of more than [***] percent ([*****] In ]%) of the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt amount of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis royalties or other payments due under this Agreement. (d) Targacept , in which case, DSP shall treat all information subject to review under bear the full cost of such audit. Portions of this Section 7.10 in accordance Exhibit, indicated by the ma▇▇ “[***],” were omitted and have been filed separately with the confidentiality provisions Secretary of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence the Commission pursuant to such confidentiality agreement; providedthe Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a)as amended.

Audits. To validate Bayer's compliance with its obligations under or in connection with this Agreement, Licensor may, during the course of this Agreement and for one (a1) Upon the written request year after expiration or earlier termination of Targacept and not more than once in each calendar yearthis Agreement, Aventis shall permit appoint an independent certified public accounting firm of nationally recognized standing appointed by Targaceptaccountant, at Targacept’s expenseLicensor's expense (except as otherwise contemplated below), to have access during normal business hourscarry out an audit of Bayer's records from time to time on behalf of Licensor. The auditors selected by Licensor shall be subject to acceptance by Bayer, and upon reasonable prior written notice, such acceptance not to be unreasonably withheld. Any such of the records of Aventis as may audit shall be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior conducted pursuant to the date of such request. The accounting firm shall disclose to Targacept following terms and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies.conditions: (bi) If Any such accounting firm correctly concludes that additional royalties were owed audits shall be conducted during such period, Aventis shall pay the additional royalties, with interest from the date originally due regular business hours at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within Bayer's premises upon at least thirty (30) days days' prior written notice by Licensor and shall not interfere unreasonably with the Bayer's business activities; (ii) The auditor may inspect records for up to three (3) years after the date Targacept delivers end of the period to Aventis such accounting firm’s written report so correctly concludingwhich they pertain; (iii) Except in the case of a discrepancy or dispute, audits may not take place more than once per calendar year and no period may be audited more than once; (iv) Prior to the audit taking place, the auditor shall undertake to Bayer that they shall keep all information confidential and shall not disclose any information to Licensor (except as set forth in clause (v) below) or any Third Party, and shall only use the same for the purpose of calculations which they need to perform hereunder; (v) Details of the auditor's findings (including, for the avoidance of doubt, monetary values and supporting calculations) shall not be shared with Licensor except in the form of a summary report. [********] In any event, the event that there was an over-payment by Aventis, Targacept results shall promptly (but in no event later than be communicated to Bayer before being shared with Licensor. Bayer shall be given a period of thirty (30) days after Targacept’s receipt of Business Days to review and respond to the auditor's findings before the summary report may be provided to Licensor, such accounting firm’s written report) return reports to Aventis include Bayer's response to the excess amount.findings; (cvi) Aventis The auditor shall not be permitted to include any extrapolation calculations in each sublicense granted by it their calculation of amounts underpaid to Licensor; (vii) If an audit reveals that Bayer has underpaid royalties due, Licensor may invoice Bayer for the underpaid amount plus any interest payable pursuant to this Agreement a provision requiring Section 8.4.5; if the Sublicensee to make reports to Aventisaudit reveals that Bayer has overpaid royalties due, to keep and maintain records of sales made Licensor shall credit Bayer for the overpaid amount plus any interest pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement.Section 8.4.5; and (dviii) Targacept shall treat all information If an audit reveals an underpayment in excess of five percent (5%) of the royalties for the period subject to review by Licensor, then Bayer shall pay the reasonable costs of Licensor (which may, to the extent the audit is required under this Section 7.10 any Upstream License Agreement, include costs payable by Licensor to the applicable Upstream Licensor) in accordance with conducting the confidentiality provisions audit (including the reasonable costs of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, the auditors) within sixty (60) days of Licensor notifying Bayer that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).audit has been completed. SECTION 10 INTELLECTUAL PROPERTY

Audits. LMI will have the right, during normal business hours and upon at least ten (a10) Upon days prior notice, to audit YPC’s records relating to Unique Successful Queries conducted on the written request YPC website in order to verify that YPC has paid to LMI the correct amounts owed under this Agreement. The audit will be conducted at LMI’s expense, unless the audit reveals that YPC has understated the amount of Targacept such Unique Successful Queries by five percent (5%) or more over any 12 consecutive month period, in which case YPC will reimburse LMI for all reasonable costs and not expenses incurred by LMI in connection with such audit, and YPC will promptly pay to LMI any amounts shown by any such audit to be owing. If the audit reveals that YPC has overpaid the amounts owed to LMI, LMI will promptly pay to YPC any amounts shown by any such audit to be owing. Such audits by LMI will be conducted no more than once in each calendar yearany period of twelve consecutive months. YPC will have the right, Aventis shall permit an independent certified public accounting firm during normal business hours and upon at least ten (10) days notice to audit LMI’s records relating to the validity of nationally recognized standing appointed searches or calculating amounts owed under this Agreement, including the traffic reporting described in Section 1.5 and Section 3.3 of this Agreement and the fees paid by Targacept, YPC under Section 3.1 of this Agreement. Such audits by YPC will be conducted no more than twice in any period of twelve (12) consecutive months. The audit will be conducted at TargaceptYPC’s expense, to have access during normal business hoursunless the audit reveals that LMI has overstated the amount of Unique Successful Queries by five percent (5%) or more over any 12 consecutive month period, in which case LMI will reimburse YPC for all reasonable costs and expenses incurred by YPC in connection with any such audit, and upon reasonable prior written noticeLMI will promptly pay to YPC any amounts shown by any such audit to be owing. If the audit reveals that YPC has underpaid the amounts owed to LMI, YPC will promptly pay to LMI any amounts shown by any such of the records of Aventis as may audit to be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepanciesowing. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. From the date a Royalty payment was due hereunder until the time that is two (a2) Upon years from the end of the applicable [*] period in which a Royalty payment was due hereunder (subject to the terms set forth below regarding a final audit), upon thirty (30) days prior written request notice, Licensee shall make such records relating to applicable Royalty reports and payments available in Licensee’s Carlsbad, CA and New York, NY offices, during regular business hours and not more often than once in any twelve (12) month period (unless a prior audit revealed a discrepancy of Targacept and more than [*] percent, in which case Licensor may conduct audits not more than once in each calendar yearany six (6) month period), Aventis shall permit an for examination by a nationally recognized and independent certified public accounting firm accountant selected by Licensor and reasonably acceptable to Licensee, for the purposes of nationally recognized standing appointed by Targacept, at Targacept’s expense, to have access during normal business hours, and upon reasonable prior written notice, to such of the records of Aventis as may be reasonably necessary to verify verifying the accuracy of the royalty Royalty reports hereunder for any calendar year ending not more than thirty-six (36) months furnished pursuant to this Agreement. Licensee may require the auditor sign a customary confidentiality agreement reasonably acceptable to each Party prior to undertaking an audit. All written audit results prepared by the date auditor, audit reports prepared by the auditor, and the final results of any such audit prepared by the auditor shall be shared by the auditor with both Parties at the same time and such results shall be considered confidential information of Licensee and Licensor may not use such results except in connection with the enforcement of the terms of this Agreement and may not disclose such results to any Person other than its lawyers and accountants or as is otherwise necessary to enforce the terms of this Agreement or as would be permitted with respect to reports pursuant to Section 3.3, but subject to the terms in Section 3.3 (including the protections in Section 7.1). Any amounts shown to be owed by Licensee to Licensor as a result of any such audit shall be paid within [*] days from the auditor’s final audit report, plus interest (as set forth in Section 3.4.2 but without requirement for Licensor to provide written notice under Section 3.4.2) from the original due date. Licensor shall bear the costs of such requestaudits, unless such audit discloses a deficiency in Licensee’s payments of greater than [*], in which case Licensee shall bear all of the reasonable and documented cost of the auditor. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such periodaudit reveals an overpayment of Royalties, Aventis then Licensor shall pay refund to Licensee the additional royalties, with interest overpayment within [*] days from the date originally due at an annual rate equal auditor’s report. Notwithstanding anything to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis pointscontrary in this Section, within thirty (30) days after the date Targacept delivers Licensor’s right to Aventis such accounting firm’s written report so correctly concludingrequest an audit under this Section shall expire on [*]. [********] In Licensee represents and warrants that this method (or any other method Licensee may adopt) for calculating the event that there was an over-payment number of Inscriptions will accurately reflect the actual number of all Inscriptions (other than Internal Inscriptions) made by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amountLicensee or its Subsidiaries. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. (a) Upon the written request of Targacept CytRx and not more than once in each calendar yearCalendar Year, Aventis Vical shall permit an independent certified public accounting firm of nationally recognized standing appointed selected by TargaceptCytRx and reasonably acceptable to Vical, at Targacept’s CytRx's expense, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis Vical as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirtytwenty-six four (3624) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis CytRx only whether the royalty reports are correct or incorrect, the basis for its finding incorrect and the specific details concerning any discrepancies. No other information shall be provided to CytRx. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis Vical shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, royalties within thirty (30) days after of the date Targacept CytRx delivers to Aventis Vical such accounting firm’s written report so correctly concluding. 's [********] In Confidential portions of this page have been redacted and filed separately with the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amountCommission. (c) Aventis Vical shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee sublicensee to make reports to AventisVical, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s CytRx's independent accountant to the same extent required by Aventis of Vical under this Agreement. Upon the expiration of twenty-four (24) months following the end of any Calendar Year, the calculation of royalties payable with respect to such year shall be binding and conclusive upon CytRx, and Vical and its sublicensees shall be released from any liability or accountability with respect to royalties for such Calendar Year. (d) Targacept CytRx shall treat all financial information subject to review under this Section 7.10 4.5 or under any sublicense agreement in accordance with the confidentiality provisions of Article 9 this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis Vical obligating such firm it to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. (a) Upon the written request of Targacept ISIS and not more than once in each calendar yearCalendar Year, Aventis shall LILLY will permit an independent certified public accounting firm of nationally recognized standing appointed selected by TargaceptISIS and reasonably acceptable to LILLY, at Targacept’s ISIS' expense, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the those records of Aventis as LILLY that may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) 24 months prior to the date of such request. ISIS will submit an audit plan, including audit scope, to LILLY for LILLY's approval, which will not be unreasonably withheld, prior to audit implementation. The accounting firm shall will disclose to Targacept and Aventis ISIS only whether the royalty reports of LILLY are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies, and the corrected amount of Net Sales. No other information will be provided to ISIS. (b) If such accounting firm correctly concludes that additional royalties were owed during such periodAt the request of ISIS, Aventis shall pay LILLY will direct its Affiliates to permit audits of the additional royaltiesAffiliates' records in accordance with the provisions of subsection (a) above. Further, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall LILLY will include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make submit reports to AventisLILLY, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s ISIS' independent accountant accounting firm, to the same extent required of LILLY under Sections 5.4 and 5.5. ISIS' independent accounting firm will be granted access to such reports in LILLY'S possession as part of the audit referenced in subparagraph (a) above. (c) If ISIS' independent accounting firm determines that Net Sales were underreported or overreported and additional royalties are owed or have been overpaid, LILLY or ISIS will pay or repay the additional royalties within [*] days of the date ISIS delivers to LILLY such accounting firm's written report. The fees charged by Aventis under this Agreementsuch accounting firm will be paid by ISIS provided that, if the audit determines that the additional royalties payable by LILLY for such period exceed [*] of the royalties actually paid for such period, then LILLY will pay the reasonable fees and expenses charged by such accounting firm. If the audit conducted on behalf of ISIS reveals an overpayment by LILLY, LILLY will pay the fees and expenses charged by the ac▇▇▇▇▇▇▇▇ ▇▇▇m upon receipt of the payment by ISIS of such overpaid royalties. (d) Targacept shall ISIS will treat all financial information subject to review under this Section 7.10 5.5 or under any sublicense agreement as Proprietary Information of LILLY in accordance with the confidentiality provisions of Article 9 4, and shall will cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis LILLY and its Sublicensees obligating such firm accounting firms to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a)and non-use provisions.

Audits. (a) Upon the written request of Targacept NITROMED and not more than once in each calendar yearCalendar Year, Aventis MERCK shall permit an independent certified public accounting firm of nationally recognized standing appointed selected by TargaceptNITROMED and reasonably acceptable to MERCK, at Targacept’s NITROMED's expense, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis MERCK as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirtytwenty-six four (3624) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis NITROMED only whether the royalty reports are correct or incorrect, the basis for its finding incorrect and the specific details concerning any discrepancies. No other information shall be provided to NITROMED. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis MERCK shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, royalties within thirty (30) days after of the date Targacept NITROMED delivers to Aventis MERCK such accounting firm’s 's written report so correctly concluding. [********] In The fees charged by such accounting firm shall be paid by NITROMED unless the event that there was an over-payment underpayment exceeded five hundred thousand ($500,000) dollars and five percent (5%) of the royalty owed by AventisMERCK to NITROMED for such Calendar Year, Targacept in which case, MERCK shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of pay the fees charged by such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis MERCK shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee sublicensee to make reports to AventisMERCK, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s NITROMED's independent accountant to the same extent required by Aventis of MERCK under this Agreement. Upon the expiration of twenty-four (24) months following the end of any year, the calculation of royalties payable with respect to such year shall be binding and conclusive upon NITROMED, and MERCK and its sublicensees shall be released from any liability or accountability with respect to royalties for such year. (d) Targacept NITROMED shall treat all financial information subject to review under this Section 7.10 5.6 or under any sublicense agreement in accordance with the confidentiality provisions of Article 9 this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis MERCK obligating such firm it to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that provided however nothing shall prevent NITROMED from using such financial information in no event shall such confidentiality agreement prevent the accounting firm from disclosing any dispute resolution pursuant to Targacept the information contemplated by Section 7.10(a)9.6.

Audits. (a) Upon the written request of Targacept and not more than once in each calendar yearLexicon, Aventis Schering-Plough shall permit an independent certified public accounting firm of nationally recognized standing appointed accountant selected by TargaceptLexicon and acceptable to Schering-Plough, at Targacept’s expensewhich acceptance shall not be unreasonably withheld, to have access access, at reasonable times and during normal business hours, and upon reasonable prior written noticeunder obligations of strict confidence under a secrecy agreement with Schering-Plough, to such of the records of Aventis Schering-Plough as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for described herein, in respect of any calendar fiscal year ending not more than thirty-six (36) months [**] prior to the date of such request. Each party shall use commercially reasonable efforts to schedule all such verifications within [**] after Lexicon makes its written request. All such verifications shall be conducted not more than [**]. The accounting firm report of Lexicon’s independent certified public accountant shall disclose be made available to Targacept and Aventis whether both parties. Subject to Schering-Plough’s rights under Section 16.7, in the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly event Lexicon’s independent certified public accountant concludes that additional royalties amounts were owed to Lexicon for such period, the additional amounts shall be paid by Schering-Plough within [**] of the date Lexicon delivers to Schering-Plough such independent certified public accountant’s written report so concluding, unless such report contains demonstrable error. In the event Lexicon’s independent certified public accountant concludes that there was an overpayment to Lexicon during such period, Aventis the overpayment shall pay the additional royalties, with interest from be repaid by Lexicon within [**] of the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis Lexicon received such accounting firmindependent certified public accountant’s written report so correctly concluding, unless such report contains demonstrable error. The fees charged by such independent certified public accountant shall be paid by Lexicon unless such audit discloses an underpayment of more than [********] In of the event that there was an overamount due under this Agreement for the period in question, in which case Schering-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt Plough will bear the full cost of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat audit. Lexicon agrees that all information subject to review under this Section 7.10 in accordance 10.4.4 or under any agreement with the confidentiality provisions a (sub)licensee of Article 9 Schering-Plough is confidential and that Lexicon shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm independent certified public accountant to retain all such financial information in confidence pursuant confidence. Lexicon’s independent certified public accountant shall only report to such confidentiality agreement; providedLexicon as to the computation of gross sales, howeverNet Sales and royalties payable under this Agreement, that in no event and shall such confidentiality agreement prevent the accounting firm from disclosing not disclose to Targacept the Lexicon any other information contemplated by Section 7.10(a)of Schering-Plough or any of its (sub)licensees.

Audits. (a) Upon the written request of Targacept NEUROGEN and not more than once in each calendar per year, Aventis MSD shall permit an independent certified public accounting firm of nationally recognized standing appointed selected by TargaceptNEUROGEN and reasonably acceptable to MSD, at TargaceptNEUROGEN’s expense, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis MSD as may be reasonably necessary to verify the accuracy of the royalty reports Royalty Reports hereunder for any calendar year ending not more than thirty-six thirty (3630) months prior to the date of such request, including currency exchange rates. The accounting firm shall disclose to Targacept NEUROGEN, MSD and Aventis MERCK the details called for in Section 6.6 and whether the royalty reports Royalty Reports are correct or incorrect, the basis for its finding incorrect and the specific details concerning amount of any discrepancies. (b) . If such accounting firm correctly concludes that additional royalties were owed identifies a discrepancy during such period, Aventis MSD shall pay the additional royalties, with interest from the date originally due at an annual rate equal make a payment to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, correct such discrepancy within thirty (30) days after of the date Targacept NEUROGEN delivers to Aventis MSD such accounting firm’s written report so correctly concluding. [********] In The fees charged by such an accounting firm shall be paid by NEUROGEN, except under the event following circumstances: if the payments made or payable were at least [ ]* of the amount that there was an over-payment by Aventisshould have been paid during the period in question, Targacept MSD shall promptly (but in no event later than thirty (30) days after Targacept’s receipt reimburse NEUROGEN for the reasonable costs of such accounting firm’s written report) return to Aventis audit. Upon the excess amount. (c) Aventis shall include in each sublicense granted by it expiration of [ ]* following the end of any year for which NEUROGEN has not contested, pursuant to this Agreement a provision requiring Section 6.8(a), the Sublicensee to make reports to Aventisamount of Royalties due NEUROGEN, to keep and maintain records the calculation of sales made pursuant Royalties payable with respect to such sublicense year shall be binding and conclusive upon NEUROGEN, and MSD, its Affiliates and its Sublicensees shall be released from any liability or accountability with respect to grant access to Royalties for such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept year. NEUROGEN shall treat all information Information subject to review under this Section 7.10 6.8 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of Article 9 V of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis MSD (and its applicable Affiliates and Sublicensees) obligating such firm to retain all such financial information Information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. (a) 4.2.1 Upon the written request of Targacept Epimmune, and not more than once in each calendar year[...***...], Aventis IDM and its AffiliaTES shall permit an a reasonably acceptable independent certified *CONFIDENTIAL TREATMENT REQUESTED 8 public accounting firm of nationally recognized standing appointed selected by TargaceptEpimmune, at Targacept’s Epimmune's expense, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis IDM and its Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports hereunder. In addition, IDM will include in each sublicense agreement with a Sublicensee a requirement that, upon the written request of IDM, and not more than once in each [...***...], such Sublicensee shall permit a reasonably acceptable independent certified public accounting firm selected by IDM, to have access during normal business hours to such of the records of such Sublicensee as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending and under such sublicense agreement; provided that, if IDM does not more than thirty-six (36) months prior exercise its rights under such sublicense agreement with a Sublicensee, Epimmune shall have the rights set forth in the first sentence of this Section 4.2.1 to audit the date records of such requestSublicensee. The accounting firm (and any accounting firm used by IDM to audit Sublicensee records) shall disclose to Targacept and Aventis Epimmune only whether the royalty reports records are correct or incorrect, the basis for its finding not and the specific details concerning any discrepancies. No other information shall be shared. (b) 4.2.2 If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis IDM shall pay the additional royalties, together with interest from thereon in accordance with Section 5.5, within 30 days of the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept Epimmune delivers to Aventis IDM such accounting firm’s 's written report so correctly concluding. The fees charged by such accounting firm shall be paid by Epimmune; provided however, if the audit discloses that the royalties payable by IDM for the audited period are more than [...********...] In of the event that there was an over-payment royalties actually paid for sUCH period, then IDM shall pay the reasonable fees and expenses charged by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. i. CLIENT shall have the right, upon fifteen (a15) Upon the business days prior written request of Targacept notice for cause and not more than once in each calendar year, Aventis shall permit an independent certified public accounting firm of nationally recognized standing appointed by Targacept, at Targacept’s expense(30) business days prior written notice for all other audits to HYALURON, to have access conduct during normal business hours, hours a quality assurance audit and upon examination of HYALURON’s records and production facilities relating to the production of CLIENT’S Drug Product and to perform follow-up audits as reasonably necessary. ii. CLIENT shall have access only to the facilities and information that is deemed necessary to successfully complete this audit and examination while maintaining information confidential pursuant to the provisions of Section XIII. iii. Such audits and examinations may be conducted from time to time on a reasonable basis with reasonable care to avoid undue interruptions to HYALURON’s business prior written notice, to such production of the records of Aventis as may be reasonably necessary to verify the accuracy of the royalty reports hereunder first Drug Product batch ordered by CLIENT for any calendar year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) 90 days after the date Targacept delivers first fill with HYALYRON and once a calendar year thereafter. iv. If CLIENT wishes to Aventis perform audits more often than provided under Section XII.b.iii., CLIENT shall pay HYALURON Five Thousand Dollars (US $5,000.00) per additional audit. v. CLIENT shall have the right at any time during the term of this Agreement, upon five (5) business days prior written notice to HYALURON, to conduct any audits specifically mandated by any Regulatory Authority or to respond to specific questions from any Regulatory Authority. vi. Visits by CLIENT to HYALURON’s aseptic filling facility involve maintaining the Confidential Information subject to the terms outlined in Section XIII. vii. The results of any such accounting firm’s written report so correctly concludingaudits and examinations shall be considered Confidential Information under Section XIII and shall not be disclosed to third parties. [********] In the event that there was an over-payment by AventisIf CLIENT discloses HYALURON audit information to regulatory agencies, Targacept shall promptly (but CLIENT will notify HYALURON in no event later than thirty (30) days after Targacept’s receipt writing of such accounting firm’s written report) return communication if such disclosure is reasonably expected to Aventis the excess amountinitiate an audit by a regulatory agency. (c) Aventis viii. If CLIENT utilizes auditors that are not employees of CLIENT, each of such auditors shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information be subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality a non-disclosure agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such HYALURON or CLIENT with confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a)terms at least as stringent as those set forth herein.

Audits. The Seller shall establish and maintain a reasonable accounting system that enables the Buyer to readily identify the Seller’s assets, expenses, costs of goods, and use of funds throughout the term of the Agreement for a period of at least seven (a7) Upon years following the date of final payment or completion of any required audit, whichever is later. Records shall include, but are not limited to, accounting records, written request policies and procedures; subcontract files (including proposals of Targacept successful and not more than once in each calendar yearunsuccessful bidders, Aventis bid recaps, etc.); all paid vouchers including those for out‐of‐pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. The Seller shall permit an independent certified public accounting firm the Buyer’s authorized auditor or any authorized representative of nationally recognized standing appointed by Targaceptthe State, at Targacept’s expenseand where federal funds are involved, the Comptroller General of the United States, or any other authorized representative of the United States government, to have access and examine, audit, excerpt and to make copies of all books, documents, papers, electronic or optically stored and created records, or other records relating or pertaining to this Agreement kept by or under the control of the Seller, including, but not limited to, those kept by the Seller, its employees, agents, assigns, successors, and subcontractors. Such records shall be made available to the Buyer during normal business hourshours at the Seller’s office or place of business. The Seller shall not impose a charge for audit or examination of Seller’s books and records. If an audit discloses incorrect ▇▇▇▇▇▇▇▇ or improprieties, and upon reasonable prior written notice, the Buyer reserves the right to such charge the Seller for the cost of the records audit and appropriate reimbursement. Any adjustments and/or payments that must be made as a result of Aventis as may be reasonably necessary to verify the accuracy any such audit or inspection of the royalty reports hereunder for any calendar year ending Seller’s invoices and/or records shall be made within a reasonable amount of time (not more than thirty-six to exceed ninety (3690) months prior days) from presentation of the Buyer’s findings to the date Seller. Evidence of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal criminal conduct will be turned over to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amountproper authorities. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. (a) Upon WMI shall have the written request of Targacept and not more than once in each calendar year, Aventis shall permit an independent certified public accounting firm of nationally recognized standing appointed by Targaceptright, at TargaceptWMI’s sole expense, to have access during normal business hours, examine (and/or to appoint representatives to examine) Company’s (and upon reasonable prior written notice, to such Company’s affiliates’) books and records in order to: (i) verify the correctness of any invoice prepared and rendered by Company in accordance with Paragraph 8(a); (ii) establish the applicability of the records of Aventis as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six provisions contained in Paragraphs 11 and/or 15; or (36iii) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for otherwise establish compliance by Company with its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis obligations under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that only independent, third-party auditors (i.e., auditors other than WMI’s then-current outside auditor) shall be utilized for the review of Company’s books and records. Independent third party auditors shall have access to all information necessary to perform their duties, however nothing in any report provided to WMI or its affiliates by any such independent third party auditors shall impart to WMI or its affiliates any competitively-sensitive information about Company, Company’s affiliates or any third parties for which Company renders any services. If any such audit reveals that WMI and/or WMI’s affiliates have been overcharged, Company shall reimburse WMI in the amount of the overcharge. If any such audit reveals that WMI and/or its affiliates have been overcharged by an amount exceeding [*] for the audit period, Company shall reimburse WMI in the amount of the overcharge plus all fees paid by WMI to the auditors concerned in connection with such audit and any other actual, documented, out-of-pocket expense incurred by WMI in connection with such audit. [*] Regardless of the number of audits conducted hereunder revealing the same specific overcharge to WMI, Company shall not be required to repay to WMI the amount of any such overcharge more than once. WMI’s audit right shall survive the expiration or termination of the Term for [*]. [*]. Company shall retain all books and records related to the performance of Services hereunder after the expiration or termination of the Term for so long as WMI or its affiliates may need to perform audits hereunder, but in no event for more than [*] after the rendition of the invoice with respect to the Services to which such invoice relates; provided, however, that before Company destroys any books or records, Company shall deliver written notice of such confidentiality agreement prevent intent to destroy to WMI [*] before the accounting firm from disclosing intended date of destruction. WMI shall have [*] after receipt of such notice to Targacept request copies of the books and records to be destroyed, in which case Company shall make copies of such books and records and deliver the same to WMI (but excluding information contemplated by Section 7.10(arelated to other customers of Company) at WMI’s expense (but at Company’s expense if such copies are of electronic files). As used herein, “books and records” shall include, without limitation, physical data and data stored in any electronic, magnetic or optical format.

Audits. (a) Upon From the First Commercial Sale until [***] after the conclusion of the final Royalty Term, upon the written request of Targacept Licensor, and not more than once [***] in each calendar year[***], Aventis Omthera shall permit permit, shall cause its Affiliates to permit, and shall use reasonable efforts to cause its Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing appointed selected by TargaceptLicensor (who has not been engaged by Licensor to provide services in any other capacity at any time during the [***] period before such selection), at Targacept’s expenseand reasonably acceptable to Omthera or such Affiliate or Sublicensee, to have access to and to review, during normal business hours, and hours upon reasonable prior written notice, to such of the applicable records of Aventis as may be reasonably necessary Omthera and its Affiliates or Sublicensees to verify the accuracy of the royalty and royalty/payment in the nature of royalties reports hereunder and payments under this Article V. Such review may cover: (i) the records for sales made in any calendar year ending not more than thirty-six (36) months prior to [***]before the date of such request. The accounting firm shall disclose , and (ii) only those periods that have not been subject to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepanciesa prior audit. (b) If such accounting firm correctly concludes that additional royalties and/or royalties/payment in the nature of royalties were owed during such period, Aventis Omthera shall pay the additional royalties and/or royalties, with interest from /payment in the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, nature of royalties within thirty (30) [***] days after the date Targacept such public accounting firm delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of Omthera such accounting firm’s written report) return . If such accounting firm concludes that an overpayment was made, such overpayment shall be fully creditable against amounts payable in subsequent payment periods or at Omthera’s request, shall be reimbursed to Aventis Omthera within [***] days after the excess amountdate such public accounting firm delivers such report to Omthera. If Omthera disagrees with such calculation, [***].[***] shall pay for the cost of any audit by [***], unless [***] in which case [***] shall pay for the reasonable costs of audit. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept Each Party shall treat all information subject to review that it receives under this Section 7.10 5.6 in accordance with the confidentiality provisions of Article 9 VII of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis the audited Party obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent except to the accounting firm from disclosing extent necessary for a Party to Targacept enforce its rights under the information contemplated by Section 7.10(a)Agreement.

Audits. (a) Upon the written request of Targacept CytRx and not more than once in each calendar yearCalendar Year, Aventis Merck shall permit an independent certified public accounting firm of nationally recognized standing appointed selected by TargaceptCytRx and reasonably acceptable to Merck, at Targacept’s the CytRx's expense, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis Merck as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirtytwenty-six four (3624) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis CytRx only whether the royalty reports are correct or incorrect, the basis for its finding incorrect and the specific details concerning any discrepancies. No other information shall be provided to CytRx. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis Merck shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, royalties within thirty (30) days after of the date Targacept CytRx delivers to Aventis Merck such accounting firm’s 's written report so correctly concluding. The fees charged by such accounting firm shall be paid by CytRx. In the event the additional royalties owed by Merck for the period audited exceed ten percent (10%) of royalties due for said period and are at least one [********] In CONFIDENTIAL PORTIONS OF THIS PAGE HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION million dollars (U.S. $1,000,000) Merck will reimburse CytRx for the event that there was an over-payment reasonable fees charged by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such the accounting firm’s written report) return to Aventis the excess amount. (c) Aventis Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee sublicensee to make reports to AventisMerck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s CytRx's independent accountant to the same extent required by Aventis of Merck under this Agreement. Upon the expiration of twenty-four (24) months following the end of any year, the calculation of royalties payable with respect to such year shall be binding and conclusive upon CytRx, and Merck and its sublicensees shall be released from any liability or accountability with respect to royalties for such year. (d) Targacept CytRx. shall treat all financial information subject to review under this Section 7.10 4.6 or under any sublicense agreement in accordance with the confidentiality provisions of Article 9 this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis Merck obligating such firm it to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. (a) Upon the written request of Targacept and not more than once in each calendar yearLicensor, Aventis shall permit at its own cost, through an independent certified public accounting firm auditor reasonably acceptable to Licensee (and who has executed an appropriate confidentiality agreement reasonably acceptable to Licensee that requires the auditor to keep any information learned by it confidential except as needed to report its audit conclusions to Licensor), may inspect and audit the relevant records of nationally recognized standing appointed by Targacept, at Targacept’s expense, Licensee pertaining to have the calculation of any Royalties and Licensor Non-Royalty Sublicense Income due to Licensor under this Agreement. Licensee shall provide such auditors with access to the records during normal reasonable business hours, and upon reasonable prior written notice, to such of the records of Aventis as may . Such access need not be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not given more often than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [*****] or [***] In after the event that there was an overdate of any report to be audited. Licensor shall provide Licensee with written notice of its election to inspect and audit the records related to the amounts due hereunder not less than [***] prior to the proposed date of review of Licensee’s records by Licensor’s auditors. Should the auditor find any underpayment of Royalties or Licensor Non-payment Royalty Sublicense Income by AventisLicensee, Targacept Licensee shall promptly (but in no event later than thirty (30) days after Targacept’s receipt pay Licensor the amount of such accounting firm’s written underpayment and should such underpayment [***] (a) [***] and (b) [***] during the time period audited then Licensee shall reimburse Licensor for [***] costs incurred by Licensor for such audit. If the auditor finds overpayment by Licensee, then Licensee shall have the right to deduct the overpayment from any future royalties due to Licensor by Licensee or, if no such future royalties are payable, then Licensor shall refund the overpayment to Licensee within [***] after Licensor receives the audit report) return . Licensee may designate competitively sensitive information which such auditor may see and review but which it may not disclose to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreementLicensor; provided, however, that in no event such designation shall not restrict the auditor’s investigation or conclusions. The results of such confidentiality agreement prevent audit shall be the accounting firm from disclosing to Targacept Confidential Information of Licensee and once Licensor has audited a particular period, it may not audit that same period again, unless for cause that calls into question the information contemplated by Section 7.10(a)validity of the prior audit.

Audits. (a) Upon the written request of Targacept CytRx and not more than once in each calendar yearCalendar Year, Aventis Vical shall permit an independent certified public accounting firm of nationally recognized standing appointed selected by TargaceptCytRx and reasonably acceptable to Vical, at Targacept’s CytRx's expense, to have access during normal business hours, and upon reasonable prior written notice, hours to such of the records of Aventis Vical as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirtytwenty-six four (3624) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis CytRx only whether the royalty reports are correct or incorrect, the basis for its finding incorrect and the specific details concerning any discrepancies. No other information shall be provided to CytRx. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis Vical shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, royalties within thirty (30) days after of the date Targacept CytRx delivers to Aventis Vical such accounting firm’s 's written report so correctly concluding. The fees charged by such accounting firm shall be paid by CytRx. In the event the additional royalties owed by Vical for the period audited exceed[********] In of royalties due for said period and are at least one million dollars (U.S. $ 1,000,000) Vical will reimburse CytRx for the event that there was an over-payment reasonable fees charged by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such the accounting firm’s written report) return to Aventis the excess amount. (c) Aventis Vical shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee sublicensee to make reports to AventisVical, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s CytRx's independent accountant to the same extent required by Aventis of Vical under this Agreement. Upon the expiration of twenty-four (24) months following the end of any Calendar Year, the calculation of royalties payable with respect to such year shall be binding and conclusive upon CytRx, and Vical and its sublicensees shall be released from any liability or accountability with respect to royalties for such Calendar Year. (d) Targacept CytRx shall treat all financial information subject to review under this Section 7.10 4.5 or under any sublicense agreement in accordance with the confidentiality provisions of Article 9 this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis Vical obligating such firm it to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent . [*****] Confidential portions of this page have been redacted and filed separately with the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a)Commission.

Audits. (a) Upon The Company shall not, without first consulting the written request Purchaser Representative, cause an inspection or audit of Targacept Bayer’s books and records to be conducted pursuant to and in accordance with Section 8.11 of the Bayer License Agreement. From time to time, but not more frequently than once in each per calendar year, Aventis the Purchaser Representative may request the Company to, and the Company shall, to the extent permitted by the terms of the Bayer License Agreement, cause an inspection or audit of Bayer’s books and records in respect of the Purchased Royalties and proceeds thereof to be conducted pursuant to and in accordance with Section 8.11 of the Bayer License Agreement. For the purposes of exercising the Purchaser Representative’s rights pursuant to this ‎Section 6.11(a) in respect of the Bayer License Agreement, if applicable, the Company shall permit an independent certified appoint such accounting firm or auditor in compliance with Section 8.11 of the Bayer License Agreement as the Purchaser Representative shall select for such purpose (it being understood and agreed that any such public accounting firm shall, pursuant to Section 8.11 of nationally recognized standing appointed the Bayer License Agreement, if applicable, be reasonably acceptable to Bayer). The Company Parties and the Purchaser Representative agree that all of the expenses of, and amounts payable to Bayer, as the case may be, as a result of any inspection or audit carried out at the request of the Purchaser Representative pursuant to this ‎Section 6.11(a) that would otherwise be borne by Targaceptthe Company pursuant to the Bayer License Agreement shall instead be borne by the Purchaser Representative and reimbursed to the Company promptly on demand, including such reasonable fees and expenses of such public accounting firm as are to be borne by the Company pursuant to Section 8.11 of the Bayer License Agreement, together with the Company’s out-of-pocket costs and expenses incurred in connection with such inspection or audit; provided that the Purchaser Representative shall be reimbursed by the Company for any such fees and expenses to the extent the Company is entitled to receive reimbursement from Bayer; provided, further, that for the avoidance of doubt, any audit caused by the Company or BBCH without complying with the consultation requirements in the first two sentences of this ‎Section 6.11(a) shall not be deemed to be carried out at Targacept’s expensethe request of the Purchaser Representative and the Purchaser Representative shall have no obligation to reimburse the Company, pursuant to this sentence, for any fees, costs or expenses incurred by the Company in connection therewith. The Company shall, to have access during normal business hours, and upon reasonable prior written notice, the extent not prohibited by obligations of confidentiality contained in the Bayer License Agreement pursuant to such which an inspection or audit in respect of the records of Aventis as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrectPurchased Royalties is conducted, the basis for its finding and the specific details concerning any discrepancies. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30[***]) days after Targacept’s receipt of furnish to the Purchaser Representative any inspection or audit report prepared in connection with such accounting firm’s written report) return to Aventis the excess amountinspection or audit. (cb) Aventis shall include in each sublicense granted by it In the event that any inspection or audit conducted pursuant to this Agreement a provision requiring ‎Section 6.11(a) uncovers that the Sublicensee amounts actually paid to make reports the Purchaser Representative for any period in respect of the Purchased Royalties and proceeds thereof were greater than the amounts that should have been paid to Aventisthe Purchaser Representative for such period in respect of the Purchased Royalties and proceeds thereof, the Purchaser Representative shall cause the amount of such overpayment to keep and maintain records of sales made be paid to Bayer promptly (but in no event later than [***]) after delivery to the Purchaser Representative, pursuant to ‎Section 6.11(a), of the applicable inspection or audit report or certificate, as the case may be, showing such sublicense and overpayment. In the event that any inspection or audit conducted pursuant to grant access to such records by Targacept’s independent accountant ‎Section 6.11(a) uncovers that the amounts actually paid to the same extent required Purchaser Representative for any period in respect of the Purchased Royalties and proceeds thereof were less than the amounts that should have been paid to the Purchaser Representative for such period in respect of the Purchased Royalties and proceeds thereof, the Company Parties shall cooperate and provide assistance as reasonably requested by Aventis under this Agreement. (d) Targacept shall treat all information subject the Purchaser Representative to review under this Section 7.10 cause the amount of such underpayment to be paid to the Purchaser Representative by ▇▇▇▇▇ in accordance with the confidentiality provisions of Article 9 and shall cause its accounting firm timeframe set forth in the Bayer License Agreement promptly after delivery to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence the Purchaser Representative, pursuant to ‎Section 6.11(a), of the applicable inspection or audit report or certificate, as the case may be, showing such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a)underpayment.

Audits. (a) Upon Terns will keep and maintain (and to the written request of Targacept and not more than once in each calendar yearextent applicable, Aventis shall permit an independent certified public accounting firm of nationally recognized standing appointed by Targacept, at Targacept’s expense, to have access during normal business hourswill cause its Affiliates, and upon reasonable prior written noticetheir respective Sublicensees, distributors, assignees and transferees to keep and maintain) proper and complete records and books of account in such form and detail as is necessary for the determination of the records amounts payable by Terns (on behalf of Aventis as may be reasonably necessary itself and its Affiliates and their respective Sublicensees, distributors, assignees and transferees) to verify Lilly under this Agreement and for the accuracy purposes of the royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepanciesthis Agreement. (b) Within the Term of this Agreement, Lilly shall not more than [***], have the right to have a reputable globally recognized independent certified public accountant firm hired by Lilly to inspect Terns’ records for [***] for the purpose of determining the accuracy of royalty and milestone payments. No period will be audited more than once. Lilly shall submit an audit plan, including audit scope, to Terns for Terns’ approval, which shall not be unreasonably withheld, prior to audit implementation. The independent certified public accountants shall keep confidential any information obtained during such inspection and shall report to Lilly and Terns only the amounts of Net Sales and royalties and milestones due and payable. If such accounting firm correctly concludes determined that additional royalties or milestones are owed, or that royalties or milestones were owed overpaid, during such period, Aventis shall Terns will pay Lilly the additional royaltiesroyalties or milestones, with interest from or Lilly will pay Terns the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, overpaid royalties or milestones within thirty (30) days after the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [*****] of the date the independent certified public accountants written report is received by the paying party. The fees charged by such accounting firm will be paid by Lilly unless any additional royalties or milestones owed exceed [***] In of the event that there was an over-payment by Aventisroyalties or milestones paid for the period subject to the audit, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt which case Terns will pay the reasonable fees of such the accounting firm’s written report) return to Aventis the excess amount. (c) Aventis Terns shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to AventisTerns, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement[***]. (d) Targacept Lilly shall treat all financial information subject to review under this Section 7.10 in accordance with the confidentiality provisions of Article 9 of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis them [***] obligating such firm it to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that terms consistent with the terms in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).Article 9 of this Agreement. [***] = [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED]