Common use of Audits Clause in Contracts

Audits. 5.6.1 Upon the written request of Company and not more than once in each Calendar Year, Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by Company and reasonably acceptable to Merck, at Company’s expense, to have access during normal business hours to such of the records of Merck as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than twenty-four (24) months prior to the date of such request. The accounting firm shall disclose to Company only whether the royalty reports are correct or incorrect and the amount of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy within thirty (30) days of the date Company delivers to Merck 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 (a) Upon the written request of Company the Acting Holders provided to Parent within 120 days of the date on which the Holders are delivered the final Net Sales Statement pursuant to Section 2.4(b) of this Agreement (the “Review Request Period”), Parent shall permit, and not more than once in each Calendar Yearshall cause its controlled Affiliates to permit, Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by Company and reasonably acceptable to Merck, at Company’s expense, the Independent Accountant to have access during normal business hours to such of the records of Merck the Company or other applicable Selling Entity as may be reasonably necessary to verify the accuracy of the royalty reports hereunder Net Sales Statement and the figures underlying the calculations set forth therein, including, without limitation, all written materials related to any sale transaction reasonably requested by such Independent Accountant. The Independent Accountant shall be charged to come to a final determination with respect to those specific items in the Net Sales Statement that the parties disagree on and submit to it for any Calendar Year ending resolution. All other items in the Net Sales Statement that the parties do not more than twenty-four (24) months submit, prior to the date end of the Review Request Period, to the Independent Accountant for resolution shall be deemed to be agreed by the parties and the Independent Accountant shall not be charged with calculating or validating those agreed upon items. If issues are submitted to the Independent Accountant for resolution, Parent shall, and shall cause to its controlled Affiliates to, furnish to the Independent Accountant such requestaccess, work papers and other documents and information related to those disputed issues as the Independent Accountant may request and as are available to Parent. The accounting firm Independent Accountant shall disclose to Company only whether the royalty reports are correct or incorrect Parent and the amount of Acting Holders any discrepancy. No other information shall be provided matters directly related to Company. The accounting firm shall be given copies of all documents needed their findings to accurately perform the accounting, with all provisions and terms extent necessary to accurately perform verify the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount accuracy or completeness of the discrepancy within thirty (30) days of the date Company delivers to Merck such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the PartiesNet Sales Statements. The fees charged by such accounting firm shall be paid by CompanyParent. (b) If the Independent Accountant concludes that a Payment Amount that was properly due was not paid to the Holders, except Parent shall pay to the Rights Agent (for further distribution to the Holders) or to each Holder the applicable Payment Amount, plus interest on such Payment Amount at the “prime rate” as published in the situation that Wall Street Journal or similar reputable data source from time to time calculated from when the accounting firm determines that Merck has underpaid Payment Amount should have been paid (if Parent had given notice of achievement of the Sales Milestone following its actual achievement, as determined by the greater Independent Accountant, at the time required pursuant to the terms of [***] or [***] this Agreement), as applicable, to the royalties it owed for any Calendar Year reviewed by date of actual payment (such amount including interest being the accounting firm“CVR Shortfall”). If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment The CVR Shortfall shall be withheld from a next payment due from Merck paid within ten (10) days of the date the Independent Accountant delivers to CompanyParent and the Acting Holders the Independent Accountant’s written report. The decision of the Independent Accountant shall be final, conclusive and binding on Parent and the Holders, shall be non-appealable and shall not be subject to further review. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck(c) If, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon upon the expiration of twenty-four (24) months following the end of any Calendar YearReview Request Period, the calculation Acting Holders have not requested a review of royalties payable the Net Sales Statement in accordance with respect to such Calendar Year this Section 4.8, the calculations set forth in the Net Sales Statement shall be binding and conclusive upon Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Yearthe Holders. 5.6.5 Company shall treat all financial (d) Each person seeking to receive information subject from Parent in connection with a review pursuant to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement4.8 shall enter into, and shall cause its accounting firm to enter into an acceptable into, a reasonable and mutually satisfactory confidentiality agreement with Merck and/or its Related Parties Parent or any controlled Affiliate obligating it such party to retain all such information disclosed to such party in confidence pursuant to such confidentiality agreement. (e) Parent shall not, and shall cause its Affiliates not to, enter into any license or distribution agreement with any third party (other than Parent or its Affiliates) with respect to a Product unless such agreement contains provisions that would allow any Independent Accountant appointed pursuant to this Section 4.4 such access to the records of the other party to such license or distribution agreement as may be reasonably necessary to perform its duties pursuant to this Section 4.4; provided that Parent and its Affiliates shall not be required to amend any of its existing licenses. The parties hereto agree that, if Parent or its Affiliates have exercised audit rights under any license or distribution agreement prior to the Acting Holders’ request for an audit under this Section 4.4 and under such license or distribution agreement Parent and its Affiliates cannot request another audit, the results of Parent’s prior audit of such licensee or distributor shall be used for purposes of the audit requested by the Acting Holders under this Section 4.4 and that Parent shall not have any further obligation to provide access to an Independent Accountant with respect to such licensee until such time as Parent may again exercise its rights of audit under the license agreement with such licensee.

Audits. 5.6.1 Upon 13.1 Subject to restrictions regarding Proprietary Information set forth in this Agreement, a Party (Auditing Party) may audit the other Party's (Audited Party) books, records, data and other documents, as provided herein, two (2) times each Contract Year for the purpose of evaluating the accuracy of Audited Party's billing and invoicing. For purposes of this Section 13.1, “Contract Year” means a twelve (12) month period during the term of the Agreement commencing on the Effective Date and each anniversary thereof. 13.2 The scope of any audit under this Section shall be limited to the services provided and purchased by the Parties and the associated charges, books, records, data and other documents relating thereto for the period which is the shorter of (i) the period subsequent to the last day of the period covered by the audit which was last performed (or if no audit has been performed, the Effective Date) and (ii) the twelve (12) month period immediately preceding the date the Audited Party received notice of such requested audit. Any audit under this Section shall be for the purpose of evaluating (i) the accuracy of Audited Party’s billing and invoicing of the services provided hereunder and (ii) verification of compliance with any provision of this Agreement that affects the accuracy of Auditing Party's billing and invoicing of the services provided to Audited Party hereunder. Except as otherwise agreed upon by the Parties, such audit shall begin no fewer than thirty (30) days after Audited Party receives a written request notice requesting an audit and shall be completed no later than forty-five (45) calendar days after the start of Company and such audit. 13.3 As mutually agreed upon by the Parties, such audit shall be conducted by one (1) or more independent auditor(s). The Parties shall select such auditor(s) by the thirtieth day following Audited Party's receipt of a written audit notice. The Auditing Party shall cause the independent auditor(s) to execute a nondisclosure agreement in a form consistent with the Confidentiality requirements set forth below. Notwithstanding the foregoing, an Auditing Party may audit as provided herein not more than once two (2) times during any Contract Year with a non-auditing period not to exceed twelve months if (i) the previous audit found previously uncorrected net variances or errors in each Calendar Year, Merck invoices in Audited Party’s favor with an aggregate value of at least one and one-half percent (1 1/2%) of the amounts payable by Auditing Party for audited services provided during the period covered by the audit. or (ii) non-compliance by Audited Party with any provision of this Agreement affecting Auditing Party's billing and invoicing of the services provided to Audited Party with an aggregate value of at least five percent (5%) of the amounts payable by Audited Party for audited services provided during the period covered by the audit. 13.4 Each Party shall permit an independent certified public accounting firm bear its own expenses in connection with the conduct of nationally recognized standing selected by Company and reasonably acceptable to Merck, at Company’s expense, to have access the audit. Each audit shall be conducted on the premises of Audited Party during normal business hours hours. Audited Party shall cooperate fully in any such audit, providing the auditor reasonable access to such of the any and all appropriate Audited Party employees and books, records of Merck as may be and other documents reasonably necessary to verify assess the accuracy of Audited Party's billing and invoicing. No Party shall have access to the royalty reports hereunder data of the other Party, but shall rely upon summary results provided by the auditor. Audited Party may redact from the books, records and other documents provided to the auditor any confidential Audited Party information that reveals the identity of other Customers of Audited Party. Each Party shall maintain reports, records and data relevant to the billing of any services that are the subject matter of this Agreement for any Calendar Year ending a period of not more less than twenty-four (24) months prior after creation thereof, unless a longer period is required by Applicable Law. 13.5 If any audit confirms any undercharge or overcharge, then Audited Party shall (i) for any overpayment promptly correct any billing error, including making refund of any overpayment by Auditing Party in the form of a credit on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results and (ii) for any undercharge caused by the actions of or failure to act by Audited Party, immediately compensate Auditing Party for such undercharge, in each case with interest at the lesser of (x) one and one-half (1 1/2%) percent per month and (y) the highest rate of interest (compounded daily) that may be charged under Applicable Law, for the number of days from the date of on which such requestundercharge or overcharge originated until the date on which such credit is issued or payment is made and available, as the case may be. The accounting firm Notwithstanding the foregoing, MCIm shall disclose not be liable for any Underbilled Charges for which Customer Usage Data was not furnished by AT&T ILLINOIS to Company only whether the royalty reports are correct or incorrect and the amount of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy MCIm within thirty six (306) days months of the date Company delivers to Merck 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Companyusage was incurred. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 Upon the written request of Company RUSH and not more than once in during the twelve (12) month period next following the expiration of each Calendar YearRoyalty Year during the term of the Agreement, Merck shall ACORDA shall, at RUSH’s expense, permit an independent certified public accounting firm of nationally recognized standing selected by Company RUSH and reasonably acceptable to Merck, at Company’s expense, ACORDA to have access during normal business hours hours, upon thirty (30) days prior notice to ACORDA, to such of the records of Merck ACORDA as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Royalty Year ending not more than twenty-four (24) months prior to the date of such request. The accounting firm shall provide a written report as soon as practicable, which shall disclose to Company only whether the royalty reports are correct or incorrect and the amount specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies this Agreement for a period of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredactedtwo years. 5.6.2 5.5.1. If such accounting firm correctly identifies an underpayment by Merck concludes that additional royalties were owed during such period, then Merck ACORDA shall pay to Company the amount of the discrepancy additional royalties within thirty sixty (3060) days of the date Company RUSH delivers to Merck ACORDA such accounting firm’s written report so correctly concluding; provided however, or as otherwise agreed upon that, in the event that ACORDA shall not be in agreement with the conclusion of such report (a) ACORDA shall not be required to pay such additional royalties and (b) such matter shall be resolved pursuant to the provisions of Section 9.6 herein. In the event such accounting firm concludes that amounts were overpaid by ACORDA during such period, such over payment will be credited against future royalties; provided, however, that, in the Partiesevent that RUSH shall not be in agreement with the conclusion of such report (x) such matter shall be resolved pursuant to the provisions of Section 9.6 herein and (y) in the event that the overpayment to RUSH exceeds royalties due and owing to Rush over the term of the agreement, RUSH shall reimburse ACORDA within 60 days for any remaining overpayment. The fees charged by such accounting firm shall be paid by CompanyRUSH; provided, except however, that if an error in the situation that the accounting firm determines that Merck has underpaid by the greater favor of [***] or [***] RUSH of more than five percent (5%) of the royalties it owed due hereunder for any Calendar Year the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by the such accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 5.5.2. Upon the expiration of twenty-four (24) months following the end of any Calendar Year, Royalty Year (subject to tolling of such period during the pendency of an audit relating to such period under Section 5.5.1 above) the calculation of royalties payable with respect to such Calendar Year year shall be binding and conclusive upon CompanyRUSH, and Merck and its Related Parties ACORDA shall be released from any liability or accountability with respect to royalties for such Calendar Yearyear. 5.6.5 Company 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement 5.5 in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 5.8.1 Upon the written request of Company Ablynx and not more than once in each Calendar Year[…***…], Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by Company Ablynx and reasonably acceptable to Merck, at CompanyAblynx’s expense, to have access during normal business hours (and at the premises of Merck or its Affiliate where such records are usually kept) to such of the records of Merck as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than twenty-four (24) months […***…] prior to the date of such request. The accounting firm shall disclose to Company Ablynx only whether the royalty reports are correct or incorrect and the amount of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredactedAblynx. 5.6.2 5.8.2 If such accounting firm correctly identifies an underpayment by Merck a discrepancy made during such period, then Merck the appropriate Party shall pay to Company the other Party the amount of the discrepancy within thirty (30) days […***…] of the date Company Ablynx delivers to Merck 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of […***] or …]. 5.8.3 […***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company…]. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant 5.8.4 Notwithstanding anything to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) months following the end of any Calendar Yearcontrary contained herein, […***…], the calculation of royalties payable with respect to such Calendar Year shall be binding and conclusive upon CompanyAblynx, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. The foregoing shall not apply to any discrepancies in royalties calculated or paid, or any discrepancies or mistakes in royalty reports, in each case, that are the result of gross negligence or willful misconduct by Merck or any Related Party. 5.6.5 Company 5.8.5 Ablynx shall treat all financial information subject to review under this Section 5.6 5.8 (or under any sublicense agreement agreement) in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Audits. 5.6.1 Upon During the written request Term and for a period of Company and not more than once in each Calendar Yearfive (5) years thereafter, Merck Celgene shall permit an independent independent, certified public accounting firm accountant of nationally recognized standing selected appointed by Company GlobeImmune, and reasonably acceptable to MerckCelgene, at Company’s expensereasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to have access during normal business hours to examine (but not copy) such of the records of Merck as may be reasonably necessary to verify for the accuracy sole purpose of verifying the royalty reports hereunder calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any Calendar Year ending not more than twenty-four period within the preceding five (245) months prior years; provided that GlobeImmune shall only be entitled to the date one audit following expiration or termination of this Agreement. Results of any such requestexamination shall be made available to both Celgene and GlobeImmune. The accounting firm independent, certified public accountant shall disclose to Company GlobeImmune only whether the royalty reports are correct or incorrect amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy within thirty (30) days of the date Company delivers to Merck 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreementdue, and shall cause its accounting firm disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an acceptable confidentiality appropriate written agreement with Merck and/or its Related Parties obligating it to retain be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in confidence 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such confidentiality agreementinspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the audit.

Audits. 5.6.1 (a) Upon the written request of Company and the Acting Holders provided to Parent not less than forty-five (45) days in advance (such request not be made more than once in each Calendar Yearany twelve (12) month period), Merck Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by Company permit, and reasonably acceptable shall cause its Affiliates to Merckpermit, at Company’s expense, the Independent Accountant to have access during normal business hours to such of the records of Merck Parent, the Company or such other Affiliates or Sublicensees of Parent as may be reasonably necessary to determine whether a Milestone has been achieved. Parent shall, and shall cause to its Affiliates to, furnish to the Independent Accountant such access, work papers and other documents and information reasonably necessary for the Independent Accountant’s evaluation of the occurrence of a Milestone; provided that Parent may, and may cause its Affiliates to, redact documents and information not relevant for such evaluation pursuant to this Section 4.5. as the Independent Accountant may request and as are available to Parent. The Independent Accountant shall disclose to Parent and the Acting Holders any matters directly related to its findings to the extent necessary to verify the accuracy achievement of the royalty reports hereunder applicable Milestone(s). (b) If the Independent Accountant concludes that a Payment Amount that was properly due was not paid to the Holders, Parent shall pay to the Rights Agent (for any Calendar Year ending not more than twenty-four further distribution to the Holders) or to each Holder the applicable Payment Amount, plus interest on such Payment Amount at the “prime rate” as published in the Wall Street Journal or similar reputable data source from time to time calculated from when the Payment Amount should have been paid (24if Parent had given notice of achievement of the applicable Milestone(s) months prior following its actual achievement, as determined by the Independent Accountant, at the time required pursuant to the terms of this Agreement), as applicable, to the date of actual payment (such requestamount including interest being the “CVR Shortfall”). The accounting firm shall disclose to Company only whether the royalty reports are correct or incorrect and the amount of any discrepancy. No other information CVR Shortfall shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy paid within thirty ten (3010) days of the date Company the Independent Accountant delivers to Merck such accounting firmParent and the Acting Holders the Independent Accountant’s written report so correctly concludingreport. The decision of the Independent Accountant shall be final, or as otherwise agreed upon by conclusive and binding on Parent and the PartiesHolders, shall be non-appealable and shall not be subject to further review. The fees charged by such accounting firm the Independent Accountant shall be paid by Companythe Acting Holders; provided, except in however, that if the situation Independent Accountant concludes that a Payment Amount that was properly due was not paid to the accounting firm determines that Merck has underpaid Holders, the fees charged by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment Independent Accountant shall be withheld from a next payment due from Merck to Companypaid by Parent. 5.6.3 Merck shall include (c) Each person seeking to receive information from Parent in each sublicense granted by it connection with a review pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) months following the end of any Calendar Year, the calculation of royalties payable with respect to such Calendar Year Section 4.5 shall be binding and conclusive upon Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreemententer into, and shall cause its accounting firm to enter into an acceptable into, a reasonable and mutually satisfactory confidentiality agreement with Merck and/or its Related Parties Parent or any controlled Affiliate obligating it such party to retain all such information disclosed to such party in confidence pursuant to such confidentiality agreement. (d) Parent shall not, and shall cause its Affiliates not to, enter into any license or distribution agreement with any third party (other than Parent or its Affiliates) with respect to a Product unless such agreement contains provisions that would allow any Independent Accountant appointed pursuant to this Section 4.5 such access to the records of the other party to such license or distribution agreement as may be reasonably necessary to perform its duties pursuant to this Section 4.5; provided that (i) Parent and its Affiliates shall not be required to amend any of its existing licenses and (ii) Parent and its Affiliates may redact documents and information not relevant for such evaluation pursuant to this Section 4.5. The parties hereto agree that, if Parent or its Affiliates have exercised audit rights under any license or distribution agreement prior to the Acting Holders’ request for an audit under this Section 4.5 and under such license or distribution agreement Parent and its Affiliates cannot request another audit, the results of Parent’s prior audit of such licensee or distributor shall be used for purposes of the audit requested by the Acting Holders under this Section 4.5 and that Parent shall not have any further obligation to provide access to an Independent Accountant with respect to such licensee until such time as Parent may again exercise its rights of audit under the license agreement with such licensee.

Audits. 5.6.1 Upon (a) If, as of December 31, 2027, December 31, 2028, December 31, 2029, December 31, 2030 or December 31, 2031, either of the Net Sales Milestone 1 or the Net Sales Milestone 2 has not been attained, then, within thirty (30) Business Days following such date, Parent shall deliver to the Rights Agent a written notice (an “Expiry Notice”) stating that such Milestone was not attained as of such applicable date and that the applicable Milestone Payment Amount is not payable hereunder to the Holders of such CVR as of such applicable date. The Rights Agent shall promptly, and in any event within ten (10) Business Days of receipt of any Expiry Notice, send each Holder at its registered address a copy of such Expiry Notice. (b) During the ninety (90) day period following the delivery of any Expiry Notice in accordance with Section 4.6(a), upon the reasonable written request of the Acting Holders, the Parent shall provide the Acting Holders with the Net Sales Statement for the applicable Calendar Year and shall make its financial personnel reasonably available to a designated representative of the Acting Holders to discuss and answer the Acting Holders’ questions regarding the Net Sales Statement; provided that (x) such Acting Holders enter into customary confidentiality agreements reasonably satisfactory to the Parent with respect to the confidential information of the Parent or its Subsidiaries to be furnished pursuant to this Section 4.6 and (y) such confidential information or access shall not be required to be provided to the extent that such confidential information or access would reasonably be expected to result in the waiver of any attorney-client privilege or violate any applicable law; provided, that the Parent and the Company shall use reasonable best efforts to implement appropriate and not more than mutually agreeable measures to permit the disclosure of such information in a manner to remove the basis for the non-disclosure to the greatest extent reasonably possible, including by arrangement of appropriate clean room procedures, redaction of text from documents or entry into a customary joint defense agreement with respect to any information to be so provided. The Acting Holders shall have the right to deliver to the Parent and the Rights Agent within ninety (90) days of the delivery of any Expiry Notice to the Holders (each period, a “Review Request Period”) a notice disputing any items set forth in the applicable Net Sales Statement delivered pursuant to this Section 4.6(b) once per Expiry Notice (such notice, a “Dispute Notice”), and thereafter the Acting Holders and the Parent shall, in each Calendar Yeargood faith, Merck try to resolve any items under dispute as set forth in the Dispute Notice. If the Acting Holders and the Parent fail to agree on the item(s) under dispute within fifteen (15) Business Days after the Acting Holders deliver the Dispute Notice to the Parent and the Rights Agent, the Parent and the Company shall permit an independent certified public accounting firm of nationally recognized standing selected by Company permit, and reasonably acceptable shall cause their respective Affiliates to Merckpermit, at Company’s expense, the Independent Accountant to have access during normal business hours to such of the records of Merck the Company and its Subsidiaries in respect of the Business as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than twenty-four (24) months prior Net Sales Statement and shall furnish, and shall cause their respective Affiliates to furnish, to the date Independent Accountant such access, records, work papers and other documents and information as the Independent Accountant may reasonably request and as may be reasonably necessary to audit the Net Sales Statement and the determination of whether the applicable Milestone was achieved (subject to customary confidentiality agreements and access letters, in form and substance reasonably acceptable to the Parent and excluding information or access which would reasonably be expected to result in the waiver of any attorney-client privilege or violate any applicable law; provided, that the Parent and the Company shall use reasonable best efforts to implement appropriate and mutually agreeable measures to permit the disclosure of such requestinformation in a manner to remove the basis for the non-disclosure to the greatest extent reasonably possible, including by arrangement of appropriate clean room procedures, redaction of text from documents or entry into a customary joint defense agreement with respect to any information to be so provided). The accounting firm shall disclose to Company only whether the royalty reports are correct or incorrect and the amount of any discrepancy. No other information Independent Accountant shall be provided instructed to Company. The accounting firm shall be given copies of all documents needed come to accurately perform the accounting, a final determination with all provisions and terms necessary respect to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy those items set forth in a Dispute Notice within thirty (30) days following the engagement of such Independent Accountant. The Independent Accountant shall act only as an expert and not as an arbitrator and shall be charged to come to a final determination in accordance with the terms of this Agreement regarding the calculation of Annual Net Sales with respect to only those items set forth in the Dispute Notice that the parties disagree on and submit to it for resolution. All other items in the applicable Net Sales Statement that the parties do not submit, prior to the end of the date Company delivers Review Request Period, to Merck such accounting firm’s written report so correctly concluding, the Independent Accountant for resolution shall be deemed to be agreed by the parties and the Independent Accountant shall not be charged with calculating or as otherwise validating those agreed upon by items. The Independent Accountant shall disclose to the PartiesParent and the Acting Holders any matters directly related to their findings to the extent necessary to verify the accuracy or completeness of the applicable Net Sales Statement. The Independent Accountant shall provide the Parent with a copy of all disclosures made to the Acting Holders concurrently with each such disclosures to the Acting Holders and shall provide the Acting Holders with a copy of all disclosures made to the Parent concurrently with each such disclosures to the Parent. The fees charged by such accounting firm the Independent Accountant shall be paid allocated to and borne by Company(i) Parent, except in based on the situation percentage that the accounting firm determines that Merck has underpaid portion of the disputed items determined by the greater Independent Accountant to be in favor of [***] or [***] the royalties it owed for any Calendar Year reviewed Acting Holders bears to the amount actually disputed by the accounting firmActing Holders, on the one hand, and (ii) the Acting Holders, based on the percentage that the portion of the disputed items determined by the Independent Accountant to be in favor of Parent bears to the amount actually disputed by the Acting Holders, on the other. (c) If the Independent Accountant concludes that a Milestone was achieved as of the applicable date in accordance with the terms hereof and the applicable Milestone Payment Amounts were not paid to the Rights Agent, the Parent shall pay or caused to be paid to the Rights Agent such applicable Milestone Payment Amounts within thirty (30) calendar days of the date the Independent Accountant delivers its final written report to the Acting Holders and the Parent. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment The decision of the Independent Accountant shall be withheld from a next payment due from Merck final, conclusive and binding on the Parent and the Holders, shall be non-appealable and shall not be subject to Companyfurther review, absent manifest error. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck(d) If, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon upon the expiration of twenty-four (24) months following the end of any Calendar Yeara Review Request Period, the calculation of royalties payable Acting Holders have not provided a Dispute Notice to the Parent and the Rights Agent in accordance with respect to such Calendar Year this Section 4.6, the calculations set forth in the applicable Net Sales Statement and the determination in the applicable Expiry Notice shall be final, binding and conclusive upon Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Yearthe Holders. 5.6.5 Company shall treat all financial (e) Each person seeking to receive information subject from the Parent in connection with an audit pursuant to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement4.6 shall enter into, and shall cause its accounting firm to enter into an acceptable into, a reasonable and mutually satisfactory confidentiality agreement with Merck and/or its Related Parties the Parent or any controlled Affiliate (including the Surviving Corporation) obligating it such party to retain all such information disclosed to such party in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 Upon the written request of Company ADAPTIMMUNE agrees that upon commercially reasonable notice and during ADAPTIMMUNE’s normal business hours, LTC may, if LTC so desires at a future time or times, but not more often than once every twelve (12) months, have a duly authorized agent or ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. representative on LTC’s behalf examine all books and records and supporting documentation described in each Calendar Yearthe preceding section, Merck either at ADAPTIMMUNE’s business premises or at a place mutually agreed upon by ADAPTIMMUNE and LTC for the sole purpose of verifying reports and payments hereunder. In conducting examinations pursuant to this paragraph, LTC’s representative shall permit an independent certified public accounting firm of nationally recognized standing selected by Company and reasonably acceptable to Merck, at Company’s expense, to have access during normal business hours to such of the all records of Merck as may that LTC reasonably believes to be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than twenty-four (24) months prior relevant to the date calculation of such requestroyalties or other payments due under Article 4. The accounting firm shall disclose to Company only whether the royalty reports are correct or incorrect and the amount of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accountingIf a payment deficiency is determined, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck ADAPTIMMUNE shall pay to Company the amount of the discrepancy deficiency outstanding within thirty (30) days of receiving written notice thereof. Payments made by ADAPTIMMUNE after the due date Company delivers to Merck such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by shall include interest at the Parties. The fees charged by such accounting firm shall be paid by Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater rate of [*** percent (***] or [%) per month plus a processing fee of *** percent (***] the royalties it owed %) of any underpayment. Such examination by LTC ‘s representative shall be at LTC’s expense, except that, if such examination shows an underreporting or underpayment in excess of *** percent (***%) for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such twelve (12) month period, then ADAPTIMMUNE shall pay the cost of such examination. Any overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep credited against future royalty payments. LTC and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) months following the end of any Calendar Year, the calculation of royalties payable with respect to such Calendar Year its representative shall be binding and conclusive upon Company, and Merck and its Related Parties shall be released from any liability or accountability with respect required to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under received during any sublicense agreement such inspection as INFORMATION in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreementArticle 13.

Audits. 5.6.1 Upon the written request of Company CSRO and not more than once in during the twelve (12) month period next following the expiration of each Calendar YearRoyalty Year during the term of the Agreement, Merck shall ACORDA shall, at CSRO’s expense, permit an independent certified public accounting firm of nationally recognized standing selected by Company CSRO and reasonably acceptable to Merck, at Company’s expense, ACORDA to have access during normal business hours hours, upon thirty (30) days prior notice to ACORDA, to such of the records of Merck ACORDA as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Royalty Year ending not more than twenty-four (24) months prior to the date of such request. The accounting firm shall disclose to Company CSRO only whether the royalty reports are correct or incorrect and the amount specific details concerning any discrepancies. This Section 5.3 shall survive the expiration or termination of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies this Agreement for a period of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredactedtwo years. 5.6.2 5.3.1 If such accounting firm correctly identifies an underpayment by Merck concludes that additional royalties were owed during such period, then Merck ACORDA shall promptly pay to Company the amount of the discrepancy additional royalties within thirty sixty (3060) days of the date Company CSRO delivers to Merck ACORDA such accounting firm’s written report so correctly concluding; provided however, that, in the event that ACORDA shall not be in agreement with the conclusion of such report (a) ACORDA shall not be required to pay such additional royalties and (b) such matter shall be resolved pursuant to the provisions of Section 10.7 herein. In the event such accounting firm concludes that amounts were overpaid by ACORDA during such period, CSRO shall repay ACORDA the amount of such overpayment within sixty (60) days of the date CSRO delivers to ACORDA such accounting firm’s written report so concluding, or as otherwise agreed upon by provided, however, that, in the Partiesevent that CSRO shall not be in agreement with the conclusion of such report (a) CSRO shall not be required to repay such overpayment and (b) such matter shall be resolved pursuant to the provisions of Section 10.7 herein. The fees charged by such accounting firm shall be paid by CompanyCSRO; provided, except however, that if an error in favor of CSRO of more than the situation that greater of (i) $100,000 or (ii) ten percent (10%) of the royalties due hereunder for the period being reviewed is discovered, then the fees and expenses of the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld paid by ACORDA. Payments of additional royalties under this Section 5.3.1 shall be made with interest from a next payment due from Merck to Companythe date such amounts were due, at the prime rate reported by Chase Manhattan Bank, New York, New York. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 5.3.2 Upon the expiration of twenty-four (24) months following the end of any Calendar Year, Royalty Year the calculation of royalties payable with respect to such Calendar Year year shall be binding and conclusive upon CompanyCSRO, and Merck and its Related Parties ACORDA shall be released from any liability or accountability with respect to royalties for such Calendar Yearyear. Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. 5.6.5 Company 5.3.3 CSRO shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement 5.3. in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 (a) Upon the at least thirty (30) days prior written request of Company Inhibrx and not more than once in each Calendar Yearone year period, Merck Elpiscience shall permit an independent certified public accounting firm of nationally recognized standing selected by Company Inhibrx and reasonably acceptable to Merck, at Company’s expense, Elpiscience to have access access, during normal business hours hours, to such of the records of Merck Elpiscience and its Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year period ending not more than twentythirty-four six (2436) 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 Company only Inhibrx and Elpiscience in writing whether the royalty reports are correct or incorrect and incorrect, the amount of any royalty discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies , as well as the calculation of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredactedforegoing. 5.6.2 (b) If such accounting firm correctly identifies an underpayment made by Merck during such periodElpiscience, then Merck Elpiscience shall pay to Company Inhibrx one hundred percent (100%) of the amount of the discrepancy such underpayment, plus applicable interest as set forth in Section 7.3, within thirty ten (3010) days of the date Company Inhibrx delivers to Merck Elpiscience such accounting firm’s written report so correctly concluding, or as otherwise agreed upon in writing by the Parties. The Inhibrx shall pay the fees charged by such accounting firm; provided, however, if such audit uncovers an underpayment by Elpiscience that exceeds five percent (5%) of the total payment due for the period under audit, then Elpiscience shall pay the fees of such accounting firm shall be whether previously paid by Company, except in Inhibrx or then due. In the situation event that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified uncovers an overpayment by Merck during such periodElpiscience, then Elpiscience shall credit such overpayment shall against any royalty payments owing in the quarter following the quarter in which such audit was completed, and such future royalty payments to be withheld from adjusted accordingly on a next payment due from Merck carry-forward basis until such overpayment amount has been fully credited against future royalties owing to CompanyInhibrx. 5.6.3 Merck (c) Elpiscience shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to MerckElpiscience, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by CompanyInhibrx’s independent accountant to the same extent required of Merck Elpiscience under this Agreement. 5.6.4 Upon the expiration of twenty-four (24d) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company Inhibrx shall treat all financial information subject to review under this Section 5.6 7.5.2 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement. Prior to commencing any audits under this Section 7.5.2, and shall cause its Elpiscience may require the independent accounting firm to enter into an acceptable a confidentiality agreement with Merck and/or Elpiscience or its Related Parties obligating it Affiliates or sublicensees, as applicable, with obligations of confidentiality and non-use with respect to retain all such information substantively similar to those in confidence pursuant to such confidentiality agreementthis Agreement.

Audits. 5.6.1 Upon During the written request Term and for a period of Company and not more than once in each Calendar Year[*] thereafter, Merck Gilead shall permit an independent independent, certified public accounting firm of nationally recognized standing selected appointed by Company GlobeImmune, and reasonably acceptable to MerckGilead, at Company’s expensereasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to have access during normal business hours to examine (but not copy) such of the records of Merck as may be reasonably necessary to verify for the accuracy sole purpose of verifying the royalty reports hereunder calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any Calendar Year ending not more than twenty-four (24) months prior period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to the date one audit following expiration or termination of this Agreement. Results of any such requestexamination shall be made available to both Gilead and GlobeImmune. The Such accounting firm shall disclose to Company GlobeImmune only whether the royalty reports are correct or incorrect amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount of any discrepancy. No due, and shall disclose no other information shall be provided to Companyrevealed in such audit. The Any and all records examined by such independent accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy within thirty (30) days of the date Company delivers to Merck 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 CompanyThird Party, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for Gilead may require such Calendar Year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality appropriate written agreement with Merck and/or its Related Parties obligating it to retain be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such information inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in confidence pursuant to such confidentiality agreementthe event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the audit.

Audits. 5.6.1 5.2.1 Upon the written request of Company Licensor and not more than once in each Calendar Yearcalendar year, Merck Oxis shall permit an independent certified public accounting firm of nationally recognized standing selected by Company Licensor and reasonably acceptable to MerckOxis, at Company’s Licensor's expense, to have access during normal business hours to such of the financial records of Merck Oxis as may be reasonably necessary to verify the accuracy of the royalty payment reports hereunder for any Calendar Year ending not more than twenty-four the eight (24) months 8) calendar quarters immediately prior to the date of such requestrequest (other than records for which Licensor has already conducted an audit under this Section. 5.2.2 If such accounting firm concludes that additional amounts were owed during the audited period, Oxis shall pay such additional amounts within thirty (30) days after the date Licensor delivers to Oxis such accounting firm's written report so concluding. The fees charged by such accounting firm shall be paid by Licensor; provided, however, if the audit discloses that the royalties payable by Oxis for such period are more than one hundred ten percent (110%) of the royalties actually paid for such period, then Oxis shall pay the reasonable fees and expenses charged by such accounting firm. 5.2.3 Licensor shall cause its accounting firm to retain all financial information subject to review under this Section 5.2 in strict confidence; provided, however, that Oxis shall have the right to require that such accounting firm, prior to conducting such audit, enter into an appropriate non-disclosure agreement with Oxis regarding such financial information. The accounting firm shall disclose to Company Licensor only whether the royalty reports are correct or incorrect not and the amount of any discrepancy. No other information shall be provided to Companyshared. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy within thirty (30) days of the date Company delivers to Merck 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company Licensor shall treat all such financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreementas Oxis' Confidential Information.

Audits. 5.6.1 Upon Until the written request expiration of this Agreement and for a period of one year thereafter, the Company shall keep complete and not more than once accurate records in each Calendar Year, Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by Company and reasonably acceptable sufficient detail to Merck, at Company’s expense, to have access during normal business hours to such of the records of Merck as may be reasonably necessary to verify support the accuracy of the royalty reports hereunder payments due hereunder. The Acting Holders shall have the right to cause an independent accounting firm reasonably acceptable to the Company to audit such records for any Calendar Year ending the sole purpose of confirming payments for a period covering not more than twenty-four (24) months the date commencing with the first CVR Payment Period in which the Company or its Affiliates receives Gross Proceeds and ending on the last day of the CVR Term. The Company may require such accounting firm to execute a reasonable confidentiality agreement with the Company prior to commencing the date of such requestaudit. The accounting firm shall disclose to Company Rights Agent or the Acting Holders, as applicable, only whether the royalty reports are correct or incorrect not and the amount of specific details concerning any discrepancydiscrepancies. No other information shall be provided shared. Such audits may be conducted during normal business hours upon reasonable prior written notice to the Company, but no more than frequently than once per year. No accounting period of the Company shall be subject to audit more than one time by the Acting Holders, as applicable, unless after an accounting period has been audited by the Acting Holders, as applicable, the Company restates its financial results for such accounting period, in which event the Acting Holders, as applicable, may conduct a second audit of such accounting period in accordance with this Section 4.5. Adjustments (including remittances of underpayments or overpayments disclosed by such audit) shall be made by the Company to reflect the results of such audit, which adjustments shall be paid promptly following receipt of an invoice therefor. Whenever such an adjustment is made, the Company shall promptly prepare a certificate setting forth such adjustment, and a brief, reasonably detailed statement of the facts, computation and methodology accounting for such adjustment to the extent not already reflected in the audit report and promptly file with the Rights Agent a copy of such report and promptly deliver to the Rights Agent a revised CVR Payment Statement for the relevant CVR Payment Period. The accounting firm Rights Agent shall be given copies fully protected in relying on any such report and on any adjustment or statement therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of all documents needed to accurately perform any such adjustment or any such event unless and until it shall have received such report. The Acting Holders, as applicable, shall bear the accounting, with all provisions full cost and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If expense of such accounting firm correctly identifies audit unless such audit discloses an underpayment by Merck during such period, then Merck shall pay to the Company the amount of 10% or more of the discrepancy within thirty (30) days CVR Payment Amount due under this Agreement, in which case the Company shall bear the full cost and expense of the date Company delivers such audit. The Rights Agent shall be entitled to Merck such accounting firm’s written rely on any audit report so correctly concluding, or as otherwise agreed upon delivered by the Parties. The fees charged by such independent accounting firm shall be paid by Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this AgreementSection 4.5. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 (a) Upon the written request of Company and not the Acting Holders (but no more than once in each Calendar Yearduring any calendar year), Merck and upon reasonable notice, the Company shall permit provide an independent certified public accounting firm of nationally recognized standing selected jointly agreed upon by the Acting Holders and the Company and reasonably acceptable to Merck(failing agreement on which each shall designate an independent public accounting firm of its own selection, at Company’s expense, to have which firms shall in turn appoint an independent public accounting firm for such purpose) (the “Independent Accountant”) with access during normal business hours to such of the records of Merck the Company as may be reasonably necessary to verify the accuracy of the royalty reports hereunder statements set forth in the Product Sales Statements and the figures underlying the calculations set forth therein for any Calendar Year ending period within the preceding three (3) years that has not more than twenty-four (24) months prior to the date of such request. The accounting firm shall disclose to Company only whether the royalty reports are correct or incorrect and the amount of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, previously been audited in accordance with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy within thirty (30) days of the date Company delivers to Merck such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the Partiesthis SECTION 7.6. The fees charged by such accounting firm shall be paid by the Company, except . The Independent Accountant shall disclose to the Acting Holders any matters directly related to their findings and shall disclose whether it has determined that any statements set forth in the situation Product Sales Statements are incorrect. The Independent Accountant shall provide the Company with a copy of all disclosures made to the Acting Holders. This covenant shall survive the termination of this CVR Agreement for a period of one (1) year. The initiation of a review by the Acting Holders as contemplated by this SECTION 7.6 shall not relieve the Company of its obligation to pay any Product Sales Milestone Payment relating to any Product Sales Milestone for which notice of achievement has been given in a Product Sales Statement, it being understood that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject also be obligated to review under this Section 5.6 or under any sublicense agreement pay the full amount of the CVR Shortfall, if any, determined in accordance with SECTION 7.6(b). (b) If the confidentiality and non-use provisions Independent Accountant concludes that any Product Sales Milestone Payment should have been paid but was not paid when due, the Company shall pay each Holder of a CVR the amount of such Product Sales Milestone Payment (to the extent not paid on a subsequent date), as applicable, plus interest on such Product Sales Milestone Payment, as applicable, at the Shortfall Interest Rate from the date the Product Sales Milestone Payment Date should have occurred (if the Company had given notice of achievement of such Product Sales Milestone pursuant to the terms of this CVR Agreement), as applicable, to the date of actual payment (such amount including interest being the “CVR Shortfall”). The Company shall pay the CVR Shortfall to the CVR Holders of record as of a date that is three (3) Business Days prior to a Payment Date selected by the Company, which Payment Date must be within sixty (60) days of the date the Acting Holders deliver to the Company the Independent Accountant’s written report (the “Shortfall Report”). The decision of such Independent Accountant shall be final, conclusive and binding on the Company and the Holders, shall be non­appealable and shall not be subject to further review. (c) Each Person seeking to receive information from the Company in connection with a review or audit shall enter into, and shall cause its accounting firm to enter into an acceptable into, a reasonable and mutually satisfactory confidentiality agreement with Merck and/or its Related Parties the Company obligating it such party to retain all such financial information disclosed to such party in confidence pursuant to such confidentiality agreementagreement and not use such information for any purpose other than the completion of such review or audit. (d) The Company shall not, and shall cause its Affiliates not to, enter into any license or distribution agreement with any third party (other than the Company or its Affiliates) with respect to a Product unless such agreement contains provisions that would allow any Independent Accountant appointed pursuant to this SECTION 7.6 such access to the records of the other party to such license or distribution agreement as may be reasonably necessary to perform its duties pursuant to this SECTION 7.6; provided that the Company and its Affiliates shall not be required to amend any Existing Licenses. The Parties agree that, if the Company or its Affiliates have exercised audit rights under any license or distribution agreement prior to the Acting Holders’ request for an audit under this SECTION 7.6 and under such license or distribution agreement the Company and its Affiliates cannot request another audit, the results of the Company’s prior audit of such licensee or distributor shall be used for purposes of the audit requested by the Acting Holders under this SECTION 7.6 and that the Company shall not have any further obligation to provide access to an Independent Accountant with respect to such licensee until such time as the Company may again exercise its rights of audit under the license agreement with such licensee.

Audits. 5.6.1 Upon (a) Receptos shall have the written right *** to request of Company and not more than once in each Calendar Year, Merck shall permit an that a mutually agreed to independent certified public accounting firm perform an audit of nationally recognized standing selected by Company and reasonably acceptable to MerckAbbVie’s books of accounts for the sole purpose of verifying the calculations of ***, as applicable, for any goods or services provided in accordance with this Schedule 2.5. Such audits will be conducted at Company’s expensethe expense of Receptos; provided, to have access during normal business hours to such however, that if the audit results in an adjustment of greater than *** percent *** for the Actual Cost of Drug Substance, Drug Product, CMC Services, or Technology Transfer Services in any period, then the cost of the records of Merck as may audit will be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than twenty-four (24) months prior to the date of such requestborne by AbbVie. The accounting firm shall disclose to Company only whether the royalty reports are correct or incorrect not, and the amount of specific details concerning any discrepancydiscrepancies. No other information shall be provided shared. Audits are limited to Companyresults in the *** years prior to audit notification. The accounting firm shall be given copies of all documents needed to accurately perform the accountingUnless disputed pursuant as described hereafter, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If if such accounting firm correctly identifies an underpayment audit concludes that (x) additional amounts were owed by Merck during such periodReceptos, then Merck Receptos shall pay to Company the amount of the discrepancy additional amounts, or (y) excess payments were made by Receptos, AbbVie shall reimburse such excess payments, in either case ((x) or (y)), within thirty (30) *** days of after the date Company delivers to Merck on which such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by audit is completed. In the Parties. The fees charged by such accounting firm shall be paid by Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater event of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) months following the end of any Calendar Year, the calculation of royalties payable dispute with respect to any audit under this Section 4.4(a), Receptos and AbbVie shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such Calendar Year dispute within *** days, the dispute shall be binding and conclusive upon Company, and Merck and its Related submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “Audit Arbitrator”). The Parties shall enter into an engagement letter with the Audit Arbitrator, which shall spell out the specific procedures that the Audit Arbitrator shall perform in order to reach a decision. The Parties shall make available to the Audit Arbitrator all working papers and supporting documents required by the Audit Arbitrator to fulfill its obligations under the engagement letter. The decision of the Audit Arbitrator shall be released from any liability final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Audit Arbitrator shall determine. Not later than *** days after such decision and in accordance with such decision, Receptos shall pay the additional amounts or accountability with respect to royalties for such Calendar Year. 5.6.5 Company AbbVie shall reimburse the excess payments, as applicable. The receiving Party shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality provisions and non-use provisions of this Agreement, and the Parties shall cause its accounting firm the Audit Arbitrator to enter into an a reasonably acceptable confidentiality agreement with Merck and/or its Related Parties the audited Party obligating it such firm to retain all such financial information in confidence pursuant to such confidentiality agreement. (b) All Information, equipment and facilities used for any goods or services provided in accordance with this Schedule 2.5 shall be made available ***, upon Receptos’ request upon not less than *** days advance written notice, for inspection by Receptos and its representatives (including authorized third party consultants) during regular business hours. Such inspections may be conducted as reasonably requested during the term of performance hereunder and for *** months after completion (or, if later, for as long as Drug Product is in use or undergoing clinical trials). Any authorized third party consultant shall execute a written confidentiality agreement in favor of AbbVie on terms no less strict than those set forth in the Development License and Option Agreement and be subject to AbbVie’s prior written approval. Receptos shall have the right to access the AbbVie facilities directly affecting the production of Drug Substance or Drug Product, and all applicable records related thereto, and to oversee production of Drug Substance and Drug Product in accordance with the Quality Agreement and AbbVie’s standard visitation policy, provided that such facilities and other AbbVie projects are not unreasonably disrupted during the inspection. Receptos shall have the right to comment on such production to a representative of AbbVie (the name of whom shall be provided to Receptos prior to the audit). The Parties shall discuss in good faith any issues that arise from the audit. (c) During the inspections provided for in Section 4.4(b), Receptos shall have the right to audit AbbVie for compliance with cGMPs. All such inspections and audits shall be conducted under conditions of confidentiality (including with respect to AbbVie’s obligations of confidentiality to Third Parties), and Receptos’ representatives shall be required to comply with AbbVie’s rules and regulations. Each Party shall bear its own costs and expenses associated with such inspections and audits amounting to *** days per year. Additional audit days will be billed at AbbVie’s then current hourly rate for each member of AbbVie’s personnel participating in such audit. (d) Within *** days of completing any audit set forth in Section 4.4(b) or (c), Receptos shall submit a report to AbbVie with any findings. If any items are identified as requiring follow-up action, then AbbVie shall respond to Receptos in writing within *** days of the receipt of the report. Such response shall state actions AbbVie plans to take to correct any such items and the proposed timing(s) and shall also set forth those items that AbbVie will not correct. In the event of a dispute as to those items that AbbVie will not correct, the matter shall be resolved in accordance with the alternative dispute procedures set forth in the Development License and Option Agreement. Any information obtained or observed by Receptos during an audit shall be considered Confidential Information of AbbVie and subject to confidentiality provisions set forth in the Development License and Option Agreement. (e) AbbVie will at all times allow Regulatory Authorities access to AbbVie’s facilities and records for the purposes of inspecting and auditing the same and, within *** Business Days following notification to AbbVie, AbbVie shall inform Receptos of any regulatory inspection relating to any goods or services provided in accordance with this Schedule 2.5 and will promptly notify Receptos in writing of any adverse finding relating thereto.

Audits. 5.6.1 ▇▇▇▇▇▇▇ shall and shall cause Related Parties to maintain complete and accurate financial records of the Net Sales of Products and calculation of corresponding royalties in sufficient detail to permit ACI to confirm the accuracy of such financial records limited to the royalty calculations and calculation of Net Sales. Upon the written request of Company and ACI but not more often than once in each every Calendar Year, Merck shall at ACI’s expense, ▇▇▇▇▇▇▇ will permit an independent certified public accounting firm of nationally recognized standing accountant selected by Company ACI and reasonably acceptable to Merck, at Company’s expense, ▇▇▇▇▇▇▇ to have access during normal business hours to such of the those financial records of Merck ▇▇▇▇▇▇▇ and its Related Parties as may be reasonably necessary to verify for the sole purpose of verifying the accuracy of the quarterly royalty reports hereunder calculations provided to ACI. Such examination shall be limited to a period of time no more than [*****] immediately preceding the request for any examination. An audit of the records relating to a particular Calendar Year ending not more than twenty-four (24) months may be conducted only once. The report of the independent public accountant shall be shared with ▇▇▇▇▇▇▇ prior to distribution to ACI so that ▇▇▇▇▇▇▇ can provide the date independent public accountant with justifying remarks for inclusion in the report prior to sharing the conclusions of such requestthe independent public audit with ACI. The accounting firm shall disclose to Company only final audit report will be shared with ▇▇▇▇▇▇▇ and ACI at the same time and specify whether the royalty reports are amounts paid to ACI were correct or incorrect and or, if incorrect, the amount of any discrepancy. No other information shall be provided to Companyunderpayment or overpayment. The accounting firm shall be given copies of all documents needed audit report will only contain the information relevant to support the statement as to whether the royalties were calculated and paid accurately perform and will not include any confidential (or additional information that is ordinarily not included in the accounting, with all provisions and terms necessary royalty reports) disclosed to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck auditor during such period, then Merck shall pay to Company the amount course of the discrepancy audit. If ▇▇▇▇▇▇▇’▇ royalties are found to be in error such that royalties were underpaid, ▇▇▇▇▇▇▇ shall remit to ACI within thirty (30) days of the date Company delivers to Merck 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [*****] or after ▇▇▇▇▇▇▇’▇ receipt of such report, [***] the royalties it owed for any Calendar Year reviewed by the accounting firm**]. If such accounting firm correctly identified an the report shows any overpayment, ▇▇▇▇▇▇▇ shall receive a credit equal to the overpayment by Merck during such periodagainst the royalty otherwise payable to the ACI. If ▇▇▇▇▇▇▇ disagrees with the findings of the audit report, then such overpayment the Parties will first seek to resolve the matter, and in the event they fail to reach agreement, the dispute resolution provisions outlined in Section 13.7 shall be withheld from a next payment due from Merck followed to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring resolve the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company dispute. ACI shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall will cause its accounting firm to enter into an a reasonably acceptable confidentiality agreement with Merck ▇▇▇▇▇▇▇ and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreementconfidence.

Audits. 5.6.1 Upon the written request and advance notice of Company and not more less than once in each Calendar Yearthirty (30) days, Merck Buyer shall permit an internal auditor or independent certified public accounting firm of nationally recognized standing accountant selected by Company Resistys and reasonably acceptable to MerckBuyer, at Company’s expensewhich acceptance shall not be unreasonably withheld or delayed, to have access during normal business hours to such of the records of Merck Buyer as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for described in Section 4.4(c), in respect of any Calendar Year calendar year ending not more than twenty-four three (243) months calendar years prior to the date of such request. The accounting firm shall disclose to Company only whether the royalty reports are correct or incorrect and the amount of any discrepancy. No other information All such verifications shall be provided conducted at Resistys’ expense and not more than once in any calendar year. If, after consultation with Buyer, such Resistys representative concludes, providing sufficient evidence, that additional amounts were owed to Company. The accounting firm Resistys during such period pursuant to Section 4.3, the additional amount shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment paid by Merck during such period, then Merck shall pay to Company the amount of the discrepancy Buyer within thirty (30) days of the date Company Resistys delivers to Merck Buyer such accounting firmrepresentative’s written report so correctly concluding, or as otherwise agreed upon by the Parties. The fees and expenses charged by such accounting firm representative shall be paid by Company, except in Resistys unless the situation audit discloses that the accounting firm determines that Merck has amounts payable by Buyer for the audited period are underpaid by more than five percent (5%), in which case Buyer shall pay the greater reasonable fees and expenses charged by such representative as well as the amount of [***] such underpayment. Any overpayment will be refundable or [***] the royalties it owed for any Calendar Year reviewed by the accounting firmcredited against future payments hereunder. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck Buyer shall include in each sublicense granted by it pursuant to this Agreement of the RESprotect Patent Rights a provision requiring the sublicensee to make reports to MerckBuyer, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant Resistys’ representatives to the same extent required of Merck Buyer under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat . Resistys agrees that all financial information subject to review under this Section 5.6 4.5(g) or under any sublicense agreement in accordance with the confidentiality will be Confidential Information and non-use provisions of this Agreement, and shall that Resistys will cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it representatives to retain all such information in confidence pursuant to such confidentiality agreementconfidence.

Audits. 5.6.1 (a) Upon the written request of Company and not more than once in each Calendar YearIntrexon, Merck Synthetic shall permit an independent certified public accounting firm of nationally internationally recognized standing selected by Company Intrexon, and reasonably acceptable to Merck, at Company’s expenseSynthetic, to have access to and to review, during normal business hours to such of and upon no less than thirty (30) days prior written notice, the applicable records of Merck as may be reasonably necessary Synthetic and its Affiliates to verify the accuracy and timeliness of the royalty reports hereunder and payments made by Synthetic under this Agreement. Such review may cover the records for sales made in any Calendar Year calendar year ending not more than twenty-four three (243) months years prior to the date of such request. The accounting firm shall disclose to Company only both Parties whether the royalty reports are correct or incorrect and/or know-how reports conform to the provisions of this Agreement and/or US GAAP, as applicable, and the amount of specific details concerning any discrepancydiscrepancies. No other information shall Such audit may not be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredactedconducted more than once in any calendar year. 5.6.2 (b) If such accounting firm correctly identifies an underpayment by Merck concludes that additional amounts were owed during such period, then Merck Synthetic shall pay to Company additional amounts, with interest from the amount of the discrepancy date originally due as set forth in Section 5.9, within thirty (30) days of receipt of the date Company delivers to Merck such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by report. If the Parties. The fees charged by such accounting firm shall be paid by Company, except in amount of the situation that underpayment is greater than ten percent (10%) of the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it total amount actually owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such periodperiod audited, then Synthetic 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 withheld from a next payment 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 Synthetic to Intrexon for any particular calendar quarter by more than twenty-five percent (25%) of the amount otherwise due from Merck to CompanyIntrexon. 5.6.3 Merck (c) Intrexon shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24i) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review that it receives under this Section 5.6 or under any sublicense agreement 5.7 in accordance with the confidentiality and non-use provisions of this Agreement, Article 7 and shall (ii) cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties Synthetic obligating it such firm to retain all such financial information in confidence pursuant to such confidentiality agreement, in each case except to the extent necessary for Intrexon to enforce its rights under this Agreement.

Audits. 5.6.1 Upon The parties agree that the paragraph in Section 5 of the Agreement shall be renumbered as Section 5.A, and the following shall be deemed inserted as Section 5.B: * Material has been omitted pursuant to a request for confidential treatment. MICROSOFT CONFIDENTIAL Microsoft will maintain during the Term and for at least twelve (12) months thereafter all of its regular books of account relating to its obligations hereunder. If Company believes in good faith Microsoft has materially breached its obligations herein or that Microsoft has charged Company in excess of amounts actually owing pursuant to Section 4, Company will have the right at Company’s sole expense to audit such books of account, subject to the following: (a) Company will provide Microsoft with at least thirty (30) days’ prior written request notice of such audits; (b) audits may occur only during Microsoft’s regular business hours, and at the location where such books of account are maintained by Microsoft or such other location reasonably specified by Microsoft; (c) Company will cooperate with Microsoft in good faith to avoid and limit any disruption of such audits to Microsoft’s business and operations; (d) such audit will be conducted by an independent accounting firm, acceptable to Microsoft, compensated in a manner that is not affected by the outcome of the audit (e.g., no contingency fees); (e) the auditors provide Microsoft with all results and other communications Company related to the audit promptly after communicating the same to Company; (f) audits may not occur more than once in each Calendar Yearany twelve (12) month period, Merck shall permit an independent certified public accounting firm and must be limited to the twelve (12) months immediately proceeding the date on which such audit will occur; (g) the auditors will provide their final conclusions of nationally recognized standing selected by the audit to Company and reasonably acceptable to Merck, at Company’s expense, to have access during normal business hours to such of the records of Merck as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than twenty-four (24) months prior to the date of such request. The accounting firm shall disclose to Company only whether the royalty reports are correct or incorrect Microsoft simultaneously and the amount of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy within thirty (30) days after the last day of the date audit. No audit may occur more than twelve (12) months after the last day of this Agreement. Any information disclosed to or otherwise learned by Company delivers or its auditors in connection with an audit conducted pursuant to Merck such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by this paragraph constitutes Confidential Information of Microsoft and is subject to the Parties. The fees charged by such accounting firm shall be paid by Company, except limitations on use set forth in the situation NDA. If an audit reveals that the accounting firm determines that Merck Microsoft has underpaid over-charged Company by the greater of [***] or more of the amounts due for any audited period of time, Microsoft will refund such fees to Company within [***] following conclusion of the royalties it owed audit, and will pay Company all reasonable costs and expenses incurred by Company in conducting such audit. If the audit reveals that Microsoft has charged Company in excess of amounts actually owing and Company has tendered such amounts, Microsoft shall reimburse Company for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Companyoverpayments. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 Upon the written request of Company A. LICENSEE agrees to maintain complete and not more than once accurate books and records in each Calendar Yearaccordance with GAAP consistently applied and sufficient to verify compliance with LICENSEE’s obligations under this Agreement; such records shall be limited to those necessary to allow SESAC to verify LICENSEE’s reports, Merck shall permit an independent certified public accounting firm of nationally recognized standing selected payments, statements and computations required by Company this Agreement, including LICENSEE’s general ledger and reasonably acceptable to Merck, at Company’s expensefinancial statements, to the extent that such books and records are generated and maintained by LICENSEE in the ordinary course of its business. SESAC shall have access during normal business hours the right, on at least thirty (30) days’ prior written notice, to examine such of the books and records of Merck as may be reasonably necessary to verify the accuracy of the royalty reports hereunder LICENSEE for any Calendar Year ending not more than calendar year covered by this Agreement and corresponding to a submitted Annual Report within twenty-four (24) months prior after the end of the year subject to examination. Any such examination shall take place during LICENSEE’s normal business hours, in a manner that does not unreasonably interfere with the normal business operations of LICENSEE, and shall be limited to such extent as may be necessary to verify any and all reports, payments, statements and computations made or required hereunder. In connection with any such examination, LICENSEE agrees upon SESAC’s request to provide to SESAC’s authorized representatives access to all pertinent books and records, which may include (but will not require) the transmission of electronic records. If such access is provided on-site, all necessary documentation will be available to the auditors upon their arrival. Such books and records shall be kept by LICENSEE for as long as they are subject to audit under this Section. SESAC may not audit any calendar year more than once without good cause. B. In the event an examination reveals that LICENSEE has underpaid any license fee due SESAC that is not subject to a reasonable good-faith dispute, LICENSEE shall submit the additional amount due within forty-five (45) days from SESAC’s written request for such payment. Should such an examination reveal that LICENSEE has underpaid SESAC any license fee installment that is not subject to a reasonable good-faith dispute by an amount exceeding five percent (5%) or $1,000.00, whichever is greater, LICENSEE shall pay the reasonable costs and expenses of the examination. If there is a reasonable good-faith dispute between the Parties with respect to all or part of the additional fees that SESAC has billed pursuant to this Section, no late payment charges will be billed with respect to the disputed fees for a period beginning on the date SESAC billed the fees to LICENSEE and ending forty-five (45) days after such dispute is resolved. SESAC’s rights and LICENSEE’s obligations arising from this Section 5 shall survive any expiration or earlier termination of this Agreement. SESAC’s or LICENSEE’s exercise of any rights or remedies under this provision shall not prejudice any of SESAC’s or LICENSEE’s other rights or remedies, including the right to dispute any amounts owed to SESAC under this Agreement. In the event any dispute between the Parties arises from an audit conducted pursuant to Section 6 of this Agreement, then the Parties shall first negotiate in good faith to attempt to resolve such dispute through negotiations, including escalation of such requestdispute to representatives of each Party at least one level higher in their organizations than the principal negotiators. The accounting firm Negotiations shall disclose commence upon the date either Party provides notice of such dispute to Company only whether the royalty reports are correct or incorrect and other Party (the amount of any discrepancy“Dispute Notice”). No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform If the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy dispute is not resolved within thirty (30) days following the date of the date Company delivers Dispute Notice, such dispute shall be subject to Merck such accounting firm’s written report so correctly concluding, or final binding arbitration as otherwise agreed upon by the Partiesprovided herein. The fees charged by such accounting firm arbitration shall be paid by Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it conducted pursuant to this Agreement the JAMS Comprehensive Arbitration Rules and Procedures in effect at the time that either Party makes a provision requiring request for arbitration (the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company“Arbitration Rules”), and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality Expedited Procedures in those Arbitration Rules, including Rules 16.1 and non16.2 of those Arbitration Rules, except as modified herein. Arbitrations between the Parties shall take place in New York, New York. The arbitration shall take place before a single neutral arbitrator (the “Arbitrator”) selected in accordance with the Arbitration Rules but no later than thirty (30) days from the time the request for arbitration is made. All discovery shall be completed within forty-use provisions five (45) days of selection of the Arbitrator, and the arbitration hearing shall be conducted no later than sixty (60) days after selection of the Arbitrator. The Arbitrator shall render his or her award or decision no later than thirty (30) days after close of the arbitration hearing. Any award or decision in arbitration shall be final and binding upon the Parties and shall be enforceable by judgment of any court of competent jurisdiction. In any arbitration under this provision, the Prevailing Party shall be entitled to reimbursement of its reasonable costs and expenses (but not its attorney’s fees) for the arbitration. SESAC shall be deemed the “Prevailing Party” if the result reveals an underpayment of any license fee installment greater than five percent (5%) or $1,000.00, whichever is greater. LICENSEE shall be deemed the “Prevailing Party” if the result reflects no underpayment of any license fee installment. If neither SESAC nor LICENSEE qualifies as a Prevailing Party under the preceding definitions, each Party shall bear its own costs and expenses of the arbitration. LICENSEE further agrees to the exclusive jurisdiction of the federal or state courts in New York, New York for purposes of any pre-arbitral injunctive relief, including any application for a preliminary injunction or order compelling arbitration, and waive any objection to laying venue in any such action or proceeding in such courts, or that such courts are an inconvenient forum or do not have jurisdiction over a Party. Neither the Parties nor the Arbitrator may publicly disclose the existence, content or results of any arbitration hereunder without the prior consent of both Parties; provided, however, that LICENSEE may disclose the existence, content and/or results of any arbitration related to the findings of an audit as described in Section 5 of this AgreementAgreement to the RMLC and its counsel, and shall cause its accounting firm the results of any such arbitration may be disclosed in any subsequent mediation or arbitration to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreementwhich SESAC and RMLC or LICENSEE are parties.

Audits. 5.6.1 (a) Upon the written request of Company Ambrx and not more than once in each Calendar Year, Merck Agensys shall permit an independent certified public accounting firm of nationally recognized standing selected by Company Ambrx and reasonably acceptable to MerckAgensys, at CompanyAmbrx’s expense, to have access during normal business hours to such of the records of Merck the Related Parties as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than twenty-four thirty six (2436) months prior to the date of such request. The accounting firm shall disclose to Company Ambrx only whether the royalty reports are ***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. correct or incorrect and the amount of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredactedAmbrx. 5.6.2 (b) If such accounting firm correctly identifies an underpayment by Merck a discrepancy made during such period, then Merck the appropriate Party shall pay to Company the other Party the amount of the discrepancy within thirty (30) days of the date Company Ambrx delivers to Merck Agensys 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 CompanyAmbrx; provided, except in the situation however, that the accounting firm determines if such audit uncovers an underpayment of royalties by Agensys that Merck has underpaid by the greater of exceeds [***] or [***] of the total royalties it owed for any Calendar Year reviewed by the accounting firm. If period in question, the fees of such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Companypaid by Agensys. 5.6.3 Merck (c) Agensys shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to MerckAgensys, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by CompanyAmbrx’s independent accountant to the same extent required of Merck Agensys under this Agreement. 5.6.4 (d) Upon the expiration of twenty-four thirty six (2436) 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 CompanyAmbrx, and Merck Agensys and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company (e) Ambrx shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck Agensys and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 4.7.1 Upon the written request of Company Halozyme and not more than once in each Calendar Yearcalendar year, Merck ViroPharma shall permit an independent certified public accounting firm of nationally recognized standing standing, selected by Company Halozyme and reasonably acceptable to Merck, at Company’s expenseViroPharma, to have access during normal business hours to such of the records of Merck ViroPharma as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year year ending not more than twenty-four *** (24***) months prior to the date of such requestrequest and which have not previously been audited. The accounting firm shall disclose to Company Halozyme only whether the royalty reports are correct or incorrect and the amount specific details of any discrepancy. No , but no other information shall be provided to Companyshared. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck concludes that additional royalties were owed during such the audited period, then Merck or that excess royalties were paid during the audited period, ViroPharma shall pay to Company such additional royalties, or Halozyme shall provide ViroPharma with a credit for such excess royalties, as the amount of the discrepancy case may be, within thirty *** (30***) days of the date Company Halozyme delivers to Merck ViroPharma such accounting firm’s written report so correctly concluding; provided, or as otherwise agreed upon by that, in the Partiescase of a credit, if ViroPharma is unable to use the full amount of such credit within *** (***) months from the date of such report, then Halozyme shall promptly pay to ViroPharma the unused amount of such credit. The fees charged by such accounting firm shall be paid by CompanyHalozyme; provided, except in however, if the situation audit discloses that the accounting firm determines that Merck has underpaid royalties payable by the greater of [ViroPharma for such period are more than *** percent (***] or [***] %) of the royalties it owed actually paid for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then ViroPharma shall pay the reasonable fees and expenses charged by such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company accounting firm. Halozyme shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement4.7.1 as confidential, and shall cause its accounting firm to enter into retain all such financial information in confidence. 4.7.2 Upon the written request of ViroPharma and not more than once in each calendar year, Halozyme shall permit an independent certified public accounting firm of nationally recognized standing, selected by ViroPharma and reasonably acceptable confidentiality agreement to Halozyme, to have access during normal business hours to such records of Halozyme as may be reasonably necessary to verify the accuracy of each of the API transfer price and the Workplan costs hereunder for any year ending not more than *** (***) months prior to the date of such request and which have not previously been audited. The accounting firm shall disclose to ViroPharma only whether the API transfer price and/or the Workplan cost was correct and the specific details of any discrepancy, but no other information shall be shared. If such accounting firm concludes that Halozyme overcharged for the API transfer price and/or the Workplan cost during the audited period, or that Halozyme undercharged for the API transfer price and/or the Workplan cost during the audited period, Halozyme shall provide ViroPharma with Merck a credit for such overcharge, or ViroPharma shall make an additional payment in respect of such undercharge, within *** (***) days of the date ViroPharma delivers to Halozyme such accounting firm’s written report so concluding; provided, that, in the case of a credit, if ViroPharma is unable to use the full amount of such credit within *** (***) months from the date of such report, then Halozyme shall promptly pay to ViroPharma the unused amount of such credit. The fees charged by such accounting firm shall be paid by ViroPharma; provided, however, if the audit discloses that the API transfer price and/or the Workplan cost charged by Halozyme for such period was more than *** percent (***%) of the API transfer price and/or the Workplan cost, as the case may be, actually due for such period, then Halozyme shall pay the reasonable fees and expenses charged by such accounting firm. ViroPharma shall treat all financial information subject to review under this Section 4.7.2 as confidential, and shall cause its Related Parties obligating it accounting firm to retain all such financial information in confidence pursuant to such confidentiality agreementconfidence.

Audits. 5.6.1 (a) Upon the written request of Company and the Holders’ Representative provided to Parent not less than forty-five (45) days in advance (such request not to be made more than once in each Calendar Yearany twelve (12) month period), Merck Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by Company permit, and reasonably acceptable shall cause its Affiliates to Merckpermit, at Company’s expense, the Independent Accountant to have access during normal business hours to such of the records of Merck Parent or its Affiliates as may be reasonably necessary to verify determine the accuracy of the royalty reports hereunder Net Proceeds and/or Net Sales Proceeds reported by Parent. Parent shall, and shall cause to its Affiliates to, furnish to the Independent Accountant such access, work papers and other documents and information reasonably necessary for the Independent Accountant to calculate and verify the Net Proceeds and/or Net Sales Proceeds; provided that Parent may, and may cause its Affiliates to, redact documents and information not relevant for such calculation pursuant to this Section 4.7. The Independent Accountant shall disclose to Parent and the Holders’ Representative any Calendar Year ending matters directly related to its findings to the extent reasonably necessary to verify the Net Proceeds and/or Net Sales Proceeds. (b) If the Independent Accountant concludes that a CVR Payment that was properly due was not more paid to the Rights Agent, or that any CVR Payment made was in an amount less than twenty-four (24) months prior the amount due, Parent shall pay the CVR Payment or underpayment thereof to the Rights Agent for further distribution to the Holders plus interest on such amount at the “prime rate” as published in The Wall Street Journal or similar reputable data source from time to time, calculated from when the full CVR Payment should have been paid to the date of actual payment (such requestamount including interest being the “CVR Shortfall”). The accounting firm CVR Shortfall shall disclose be paid within ten (10) Business Days after the date the Independent Accountant delivers to Company only whether the royalty reports are correct or incorrect Parent and the amount Holders’ Representative the Independent Accountant’s written report. The decision of any discrepancy. No other information the Independent Accountant shall be provided to Company. The accounting firm final, conclusive and binding on Parent and the Holders, shall be given copies of all documents needed non-appealable and shall not be subject to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy within thirty (30) days of the date Company delivers to Merck such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the Partiesfurther review. The fees charged by such accounting firm the Independent Accountant shall be paid by Companythe Holders’ Representative; provided, except in however, that if the situation Independent Accountant concludes that Parent has underreported or underpaid any CVR Payment by more than ten percent (10%), the accounting firm determines that Merck has underpaid fees charged by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment Independent Accountant shall be withheld from a next payment due from Merck to Companypaid by Parent. 5.6.3 Merck shall include (c) Each Person seeking to receive information from Parent in each sublicense granted by it connection with a review pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability Section 4.5 or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement4.7 shall enter into, and shall cause its accounting firm to enter into an acceptable into, a reasonable and mutually satisfactory confidentiality agreement with Merck and/or its Related Parties Parent or any controlled Affiliate obligating it such party to retain all such information disclosed to such party in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 (a) Upon the written request of Company Checkpoint, and not more than once in each Calendar Year, Merck TGTX shall permit an independent certified public accounting firm (“Auditors”) of nationally recognized standing selected by Company Checkpoint and reasonably acceptable to MerckTGTX, at CompanyCheckpoint’s expense, to have access to and to review, during normal business hours to such of upon reasonable prior written notice, the applicable records of Merck as may be reasonably necessary TGTX and its Affiliates or Sublicensees to verify the accuracy of the royalty reports hereunder and the Milestone Payments for Milestones which are not Development Milestones. Such review may cover: (i) the records for sales made in any Calendar Year ending not more than twenty-four (24) months prior to three years before the date of such request, and (ii) only those periods that have not been subject to a prior audit. The accounting firm shall disclose to Company Checkpoint only whether the royalty reports and Milestone Payments are correct or incorrect and the amount of specific details concerning any discrepancydiscrepancies. No other information shall be provided to CompanyCheckpoint by the Auditors. The accounting firm This right to audit shall be given copies remain in effect during the Term of all documents needed to accurately perform this Agreement and for a period of two (2) years after the accounting, with all provisions and terms necessary to accurately perform the accounting being unredactedtermination of this Agreement. 5.6.2 (b) If such accounting firm correctly identifies an underpayment by Merck concludes that additional royalties or Milestone Payments were owed during such period, then Merck TGTX shall pay to Company the amount of the discrepancy additional royalties and Milestone Payments within thirty (30) 20 days of after the date Company such public accounting firm delivers to Merck TGTX 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firmreport. If such accounting firm correctly identified concludes that an overpayment by Merck during such periodwas made, then such overpayment shall be withheld from fully creditable against amounts payable in subsequent payment periods or at TGTX’s request, shall be reimbursed to TGTX within 30 days after the date such public accounting firm delivers such report to TGTX. Checkpoint shall pay for the cost of any audit by Checkpoint, unless TGTX has underpaid Checkpoint by $50,000 or more for a next payment due from Merck to Companyspecific royalty period, in which case TGTX shall pay for the reasonable costs of audit. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24c) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company Each Party shall treat all financial information subject to review that it receives under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of Article VII of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties the audited Party obligating it such firm to retain all such financial information in confidence pursuant to such confidentiality agreement, except to the extent necessary for a Party to enforce its rights under the Agreement.

Audits. 5.6.1 (a) Upon the written request of Company and not more than once in each Calendar YearIntrexon, Merck Oragenics shall permit an independent certified public accounting firm of nationally internationally recognized standing selected by Company Intrexon, and reasonably acceptable to Merck, at Company’s expenseOragenics, to have access to and to review, during normal business hours to such of and upon no less than thirty (30) days prior written notice, the applicable records of Merck as may be reasonably necessary Oragenics and its Affiliates to verify the accuracy and timeliness of the royalty reports hereunder and payments made by Oragenics under this Agreement. Such review may cover the records for sales made in any Calendar Year calendar year ending not more than twenty-four three (243) months years prior to the date of such request. The accounting firm shall disclose to Company only both Parties whether the royalty reports are correct or incorrect and/or know-how reports conform to the provisions of this Agreement and/or US GAAP, as applicable, and the amount of specific details concerning any discrepancydiscrepancies. No other information shall Such audit may not be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredactedconducted more than once in any calendar year. 5.6.2 (b) If such accounting firm correctly identifies an underpayment by Merck concludes that additional amounts were owed during such period, then Merck Oragenics shall pay to Company additional amounts, with interest from the amount of the discrepancy date originally due as set forth in Section 5.9, within thirty (30) days of receipt of the date Company delivers to Merck 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, or as otherwise agreed upon by then Oragenics shall in addition reimburse Intrexon for all costs related to such audit; otherwise, Intrexon shall pay all costs of the Partiesaudit. The fees charged by In the event of overpayment, any amount of such accounting firm overpayment shall be paid fully creditable against amounts payable for the immediately succeeding calendar quarter(s); provided, however, that if such overpayment is reasonably expected to exceed the amount projected to be payable to Intrexon by Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of Oragenics over next [***] or [***] the royalties it owed for ], Intrexon will promptly repay to Oragenics any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Companyamount exceeding that projected amount. 5.6.3 Merck (c) Intrexon shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24i) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review that it receives under this Section 5.6 or under any sublicense agreement 5.7 in accordance with the confidentiality and non-use provisions of this Agreement, Article 7 and shall (ii) cause its accounting 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. firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties Oragenics obligating it such firm to retain all such financial information in confidence pursuant to such confidentiality agreement, in each case except to the extent necessary for Intrexon to enforce its rights under this Agreement.

Audits. 5.6.1 (a) Upon the no less than thirty (30) days’ prior written request of Company and not more than once in each Calendar Yearfrom Intrexon, Merck AquaBounty shall permit an independent certified public accounting firm of nationally internationally recognized standing selected by Company Intrexon, and reasonably acceptable to Merck, at Company’s expenseAquaBounty, to have access to and to review, during normal business hours to such of and upon no less than thirty (30) days’ prior written notice, the applicable records of Merck as may be reasonably necessary AquaBounty and, if applicable, its Affiliates to verify the accuracy and timeliness of the royalty reports hereunder and payments made by AquaBounty under this Agreement. Such review may cover the records for sales made in any Calendar Year calendar year ending not more than twenty-four three (243) months years prior to the date of such request, provided that such records for any given year are not subject to re-review in a subsequent audit for the same AquaBounty Product. The accounting firm shall disclose to Company only both Parties whether the royalty reports are correct or incorrect and/or know-how reports conform to the provisions of this Agreement and/or US GAAP, as applicable, and the amount of specific details concerning any discrepancydiscrepancies. No other information shall Such audit may not be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredactedconducted more than once in any calendar year. 5.6.2 (b) If such accounting firm correctly identifies an underpayment by Merck concludes that additional amounts were owed during such period, then Merck AquaBounty shall pay to Company additional amounts, with interest from the amount of the discrepancy date originally due as set forth in Section 5.6, within thirty (30) days of receipt of the date Company delivers to Merck such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by report. If the Parties. The fees charged by such accounting firm shall be paid by Company, except in amount of the situation that underpayment is greater than five percent (5%) of the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it total amount actually owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such periodperiod audited, then AquaBounty 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 withheld from a next payment due from Merck to Companyfully creditable against amounts payable for the immediately succeeding calendar quarter(s). 5.6.3 Merck (c) Intrexon shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24i) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review that it receives under this Section 5.6 or under any sublicense agreement 5.4 in accordance with the confidentiality and non-use provisions of this Agreement, Article 7 and shall (ii) cause its accounting firm to enter into an acceptable a confidentiality agreement with Merck and/or its Related Parties and acceptable to AquaBounty, such confidentiality agreement obligating it such firm to retain all such financial information in confidence pursuant to such confidentiality agreement, in each case except to the extent necessary for Intrexon to enforce its rights under this Agreement.

Audits. 5.6.1 Upon Until the written request expiration of this Agreement and for a period of one (1) year thereafter, the Company shall keep complete and not more than once accurate records in each Calendar Year, Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by Company and reasonably acceptable sufficient detail to Merck, at Company’s expense, to have access during normal business hours to such of the records of Merck as may be reasonably necessary to verify support the accuracy of the royalty reports hereunder payments due hereunder. The Acting Holders shall have the right to cause an independent accounting firm reasonably acceptable to the Company to audit such records for any Calendar Year ending the sole purpose of confirming payments for a period covering not more than twenty-four (24) months the date commencing with the first CVR Payment Period in which the Company or its Affiliates receives Gross Proceeds and ending on the last day of the CVR Term. The Company may require such accounting firm to execute a reasonable confidentiality agreement with the Company prior to commencing the date of such requestaudit. The accounting firm shall disclose to Company Rights Agent or the Acting Holders, as applicable, only whether the royalty reports are correct or incorrect not and the amount of specific details concerning any discrepancydiscrepancies. No other information shall be provided shared. Such audits may be conducted during normal business hours upon reasonable prior written notice to the Company, but no more than frequently than once per year. No accounting period of the Company shall be subject to audit more than one time by the Acting Holders, as applicable, unless after an accounting period has been audited by the Acting Holders, as applicable, the Company restates its financial results for such accounting period, in which event the Acting Holders, as applicable, may conduct a second audit of such accounting period in accordance with this Section 4.5. Adjustments (including remittances of underpayments or overpayments disclosed by such audit) shall be made by the Company to reflect the results of such audit, which adjustments shall be paid promptly following receipt of an invoice therefor. Whenever such an adjustment is made, the Company shall promptly prepare a certificate setting forth such adjustment, and a brief, reasonably detailed statement of the facts, computation and methodology accounting for such adjustment to the extent not already reflected in the audit report and promptly file with the Rights Agent a copy of such report and promptly deliver to the Rights Agent a revised CVR Payment Statement for the relevant CVR Payment Period. The accounting firm Rights Agent shall be given copies fully protected in relying on any such report and on any adjustment or statement therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of all documents needed to accurately perform any such adjustment or any such event unless and until it shall have received such report. The Acting Holders, as applicable, shall bear the accounting, with all provisions full cost and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If expense of such accounting firm correctly identifies audit unless such audit discloses an underpayment by Merck during such period, then Merck shall pay to the Company the amount of ten percent (10%) or more of the discrepancy within thirty (30) days CVR Payment Amount due under this Agreement, in which case the Company shall bear the full cost and expense of the date Company delivers such audit. The Rights Agent shall be entitled to Merck such accounting firm’s written rely on any audit report so correctly concluding, or as otherwise agreed upon delivered by the Parties. The fees charged by such independent accounting firm shall be paid by Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this AgreementSection 4.5. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 5.3.1 Upon the written request of Company Licensor and not more than once in each Calendar Yearcalendar year, Merck Licensee and its Affiliates shall permit an independent certified public accounting firm of nationally recognized standing selected by Company Licensor and reasonably acceptable to MerckLicensee, at Company’s Licensor's expense, to have access during normal business hours to such of the financial records of Merck Licensee and its Affiliates as may be reasonably necessary to verify the accuracy of the royalty payment reports hereunder for any Calendar Year ending not more than twenty-four the eight (24) months 8) calendar quarters immediately prior to the date of such requestrequest (other than records for which Licensor has already conducted an audit under this Section). 5.3.2 If such accounting firm concludes that additional amounts were owed during the audited period, Licensee shall pay such additional amounts within thirty (30) days after the date Licensor delivers to Licensee such accounting firm's written report so 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. 5.3.3 Licensor shall cause its accounting firm to retain all financial information subject to review under this Section 5.3 in strict confidence; provided, however, that Licensee shall have the right to require that such accounting firm, prior to conducting such audit, enter into an appropriate non-disclosure agreement with Licensee regarding such financial information. The accounting firm shall disclose to Company Licensor only whether the royalty reports are correct or incorrect not and the amount of any discrepancy. No other information shall be provided to Companyshared. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy within thirty (30) days of the date Company delivers to Merck 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company Licensor shall treat all such financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.as Licensee's Confidential Information

Audits. 5.6.1 Upon Throughout the term of this Agreement and for one year thereafter, L Brands shall have the right once within each calendar year, at its own expense and on 30 days’ advance written request of Company and not more than once in each Calendar Yearnotice to Service Provider, Merck shall permit to have an independent certified public accounting firm of nationally recognized standing selected by Company and auditor reasonably acceptable to Merck, at Company’s expense, Service Provider (and who has executed an appropriate confidentiality agreement reasonably acceptable to have access during normal business hours to such of Service Provider) audit the books and records of Merck as may be reasonably necessary to verify Service Provider or any of its Affiliates for the sole purpose of certifying the accuracy of the royalty reports hereunder Service Fees and Cost Components charged by Service Provider to the Service Recipients in accordance with the terms of this Agreement for the preceding calendar year; provided that (i) any Calendar Year ending not such audit shall take place during reasonable business hours on a mutually agreed upon date, (ii) such auditor shall in no event be entitled to any contingency fee (or otherwise have any portion of its compensation be directly or indirectly determined based on the outcome of such audit) and (iii) no such books and records may be audited more than twenty-four one time. Service Provider may designate competitively sensitive information which such auditor may see and review but which it may not disclose to L Brands and all such books and records, and any applicable audit report and findings, shall be the Confidential Information of Service Provider. L Brands shall provide to Service Provider a copy of each such audit report promptly after its receipt thereof. In the event that any such audit indicates any overpayment or underpayment of amounts paid to Service Provider by any Service Recipient, the applicable party shall pay to the other party (24within 30 days following the date of delivery of such audit report to Service Provider) months prior to the amount of such overpayment or underpayment, as the case may be, plus (if the overpayment or underpayment amount exceeds $250,000.00) interest accruing monthly from the date of such request. The accounting firm shall disclose to Company only whether overpayment or underpayment until such amount is paid at 12% per annum, compounded monthly from the royalty reports are correct or incorrect and the amount of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy within thirty (30) days of relevant payment due date through the date Company delivers to Merck of payment (provided that such accounting firm’s written report so correctly concluding, or as otherwise agreed upon interest rate shall not exceed the maximum rate permitted by the Parties. The fees charged by such accounting firm shall be paid by Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firmApplicable Law). If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from either party hereto has a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) months following the end of any Calendar Year, the calculation of royalties payable good faith dispute with respect to the findings of such Calendar Year audit, the parties shall be binding and conclusive upon Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Yearfollow the dispute resolution procedures set forth in Section 9.07. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 Upon After Option exercise, during the written Agreement Term and for a period of [***] thereafter, at the request and expense of Company and not more than once in each Calendar YearIsis, Merck shall Biogen Idec will permit an independent certified public accounting firm accountant of nationally recognized standing selected appointed by Company Isis, at reasonable times and upon reasonable notice, but in no case more than [***], to examine such records as may be necessary for the 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 preceding [***]. As a condition to examining any records of Biogen Idec, such auditor will sign a nondisclosure agreement reasonably acceptable to Merck, at CompanyBiogen Idec in form and substance. Any and all records of Biogen Idec examined by such independent certified public accountant will be deemed Biogen Idec’s expense, to have access during normal business hours to such Confidential Information. Upon completion of the records of Merck as may be reasonably necessary to verify audit, the accuracy of the royalty reports hereunder for any Calendar Year ending not more than twenty-four (24) months prior to the date of such request. The accounting firm shall disclose to Company only will provide both Biogen Idec and Isis with a written report disclosing whether the royalty reports payments made by Biogen Idec are correct or incorrect and the amount specific details concerning any discrepancies (“Audit Report”). If, as a result of any discrepancy. No other information shall inspection of the books and records of Biogen Idec, it is shown that Biogen Idec’s payments under this Agreement were less than the royalty amount which should have been paid, then Biogen Idec will make all payments required to be provided made by paying Isis the difference between such amounts to Company. The accounting firm shall be given copies eliminate any discrepancy revealed by said inspection within 45 days of all documents needed to accurately perform receiving the accountingAudit Report, with all provisions interest calculated in accordance with Section 6.12. If, as a result of any inspection of the books and terms necessary to accurately perform records of Biogen Idec, it is shown that Biogen Idec’s payments under this Agreement were greater than the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such periodroyalty amount which should have been paid, then Merck shall [***]; provided, however, that if [***]. Isis will pay to Company the amount of the discrepancy within thirty (30) days of the date Company delivers to Merck for 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 Companyaudit, except in the situation that the accounting firm determines that Merck has if Biogen Idec is found to have underpaid Isis by the greater of more than [***] or [***] of the royalties it owed for any Calendar Year reviewed by amount that should have been paid, Biogen Idec will reimburse Isis’ reasonable costs of the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Companyaudit. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 Upon During the written request of Company Term and not more than once in each Calendar Year, Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by Company and reasonably acceptable to Merck, at Company’s expense, to have access during normal business hours to such of the records of Merck as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than twenty-four (24) months prior to the date of such request. The accounting firm shall disclose to Company only whether the royalty reports are correct or incorrect and the amount of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy within thirty (30) days of the date Company delivers to Merck 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater a period of [***] thereafter, at the request and expense of a Party receiving royalties or Net Sales milestone payments, if any, under this Articles 8 and Article 9 (the “Payee”), the Party making any payment (the “Payor”) shall permit an independent, certified public accountant of nationally recognized standing appointed by the Payee, and reasonably acceptable to the Payor, at reasonable times and upon reasonable notice, but in no case more than once 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 in the previous [***] and the correctness of any royalty payment made under this Agreement for the previous [***]. Results of any such examination shall be made available to both Payor and Payee. The independent, certified public accountant shall disclose to the Payee only the amount of royalties or Net Sales milestone payments, if any, that the independent auditor believes to be due and payable hereunder to the Payee, 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 the Payor’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party. If, as a result of any inspection of the books and records of the Payor, it owed for any Calendar Year reviewed by is shown that a Payee’s payments under this Agreement were less than the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such periodamount which should have been paid, then the Payor shall pay all amounts required to be paid to eliminate any discrepancy revealed by such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merckinspection within [***], to keep and maintain records of sales made pursuant to including any interest on such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement amounts determined in accordance with the confidentiality and non-use provisions of this Agreement, and Section 8.11; provided that such interest shall cause its accounting firm apply only to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant amounts payable during [***] prior to such confidentiality agreementinspection. The Payee shall pay for such audits, except that in the event that the royalty payments made by the Payor were less than [***] of the undisputed amounts that should have been paid during the period in question as per the audit, the Payor shall pay the reasonable costs of the audit.

Audits. 5.6.1 (a) Upon the written request of Company the Majority Holders and not no more than once in each Calendar Yearduring any calendar year, Merck and upon reasonable notice, the Company shall permit provide an independent certified public accounting firm of nationally recognized standing selected by the Majority Holders and the Company and reasonably acceptable to Merck, at Company’s expense, to have (the “Independent Accountant”) with access during normal business hours to such of the records of Merck the Company as may be reasonably necessary to verify the accuracy of the royalty reports hereunder Net Sales Statements and the figures underlying the calculations set forth therein for any Calendar Year ending period within the preceding three (3) years that has not previously been audited in accordance with this Section 7.6. The Company shall pay for the fees charged by the Independent Accountant in the event that the Independent Accountant determines that the amount paid by the Company is more than twenty-four ten percent (2410%) months prior below the amount due; provided, however, that the Majority Holders shall pay for the fees charged by such Independent Accountant in the event that the Independent Accountant determines that the amount paid by the Company is equal to or less than ten percent (10%) below the date of such requestamount due, which amount the Company may deduct from any future CVR Payments payable pursuant to this CVR Agreement. The accounting firm Independent Accountant shall disclose to Company the Majority Holders only whether the royalty reports are correct or incorrect amounts that the Independent Accountant believes to be due and payable by the Company, details concerning any discrepancy from the amount paid and the amount of any discrepancy. No due, and shall disclose no other information shall be provided to Companyrevealed in such audit. The accounting firm Independent Accountant shall be given copies provide the Company with a copy of all documents needed disclosures made to accurately perform the accounting, with all provisions and terms necessary Majority Holders. This covenant shall survive the termination of this CVR Agreement for a period of three (3) years; provided that the Holders shall only be entitled to accurately perform the accounting being unredactedone audit following termination of this CVR Agreement. 5.6.2 (b) If such accounting firm correctly identifies the Independent Accountant concludes that any Net Sales Payment amount should have been greater than the Net Sales Payment set forth in an underpayment by Merck during such periodapplicable Net Sales Statement (the difference being the “CVR Shortfall”), then Merck the Company shall pay the CVR Shortfall, within six (6) months of the date the Majority Holders deliver to the Company the Independent Accountant’s written report (the “Shortfall Report”); provided that the CVR Shortfall amount of shall bear interest at the discrepancy within Shortfall Interest Rate beginning from thirty (30) days of after the date the Majority Holders deliver to the Company delivers the Shortfall Report until payment is made to Merck such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the PartiesTrustee. The fees charged by decision of such accounting firm Independent Accountant shall be paid by Companyfinal, except in conclusive and binding on the situation that Company and the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such periodHolders, then such overpayment shall be withheld from a next payment due from Merck non-appealable and shall not be subject to Companyfurther review. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 (c) Upon the expiration of twenty-four three (243) months years following the end of any Calendar YearNet Sales Measuring Period, the calculation of royalties the Net Sales Payment payable with respect to such Calendar Year Net Sales Measuring Period shall be conclusive and binding and conclusive upon Companyon each Holder, and Merck and its Related Parties the Company shall be released from any liability or accountability with respect to royalties for payments in respect of such Calendar YearNet Sales Measuring Period in excess of such Net Sales Payment. 5.6.5 (d) Each person seeking to receive information from the Company in connection with a review or audit shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreemententer into, and shall cause its accounting firm to enter into an acceptable into, a reasonable and mutually satisfactory confidentiality agreement with Merck and/or its Related Parties the Company obligating it such party to retain all such financial information disclosed to such party in confidence pursuant to such confidentiality agreement. (e) The Company shall not, and shall cause its Affiliates not to, enter into any license or distribution agreement with any third party (other than the Company or its Affiliates) with respect to any Product unless such agreement contains provisions that would allow any Independent Accountant appointed pursuant to this Section 7.6 such access to the records of the other party to such license or distribution agreement as may be reasonably necessary to perform its duties pursuant to this Section 7.6; provided that the Company and its Affiliates shall not be required to amend any Existing Licenses. The Parties agree that, if the Company or its Affiliates have exercised audit rights under any license or distribution agreement prior to the Majority Holders’ request for an audit under this Section 7.6 and under such license or distribution agreement the Company and its Affiliates cannot request another audit, the results of the Company’s prior audit of such licensee or distributor will be used for purposes of the audit requested by the Majority Holders under this Section 7.6 and that the Company shall not have any further obligation to provide access to an Independent Accountant with respect to such licensee until such time as the Company may again exercise its rights of audit under the license agreement with such licensee.

Audits. 5.6.1 (a) Upon the written request of Company Targacept and not more than once in each Calendar Yearcalendar year, Merck APSA shall permit an independent certified public accounting firm of nationally recognized standing selected appointed by Company and reasonably acceptable to MerckTargacept, at CompanyTargacept’s expense, to have access during normal business hours hours, and upon reasonable prior written notice, to such of the records of Merck APSA as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year calendar year ending not more than twentythirty-four six (2436) months prior to the date of such request. The accounting firm shall disclose to Company only Targacept and APSA whether the royalty reports are correct or incorrect incorrect, the basis for its finding and the amount of specific details concerning any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacteddiscrepancies. 5.6.2 (b) If such accounting firm correctly identifies an underpayment by Merck concludes that additional royalties were owed during such period, then Merck APSA shall pay to Company the amount of additional royalties, with interest from the discrepancy date originally due at the prime rate, as published in The Wall Street Journal (Eastern U.S. Edition) on the last business day preceding such date, within thirty (30) days of after the date Company Targacept delivers to Merck APSA 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company**]. 5.6.3 Merck (c) APSA shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee Sublicensee to make reports to MerckAPSA, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by CompanyTargacept’s independent accountant to the same extent required of Merck by APSA under this Agreement. 5.6.4 Upon the expiration of twenty-four (24d) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company Targacept shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement 7.12 in accordance with the confidentiality and non-use provisions of Article 9 of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties APSA obligating it 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 7.12(a).

Audits. 5.6.1 Upon Until the written request expiration of this Agreement and for a period of one (1) year thereafter, the Company shall keep complete and not more than once accurate records in each Calendar Year, Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by Company and reasonably acceptable sufficient detail to Merck, at Company’s expense, to have access during normal business hours to such of the records of Merck as may be reasonably necessary to verify support the accuracy of the royalty reports hereunder payments due hereunder. The Acting Holders shall have the right to cause an independent accounting firm reasonably acceptable to the Company to audit such records for any Calendar Year ending the sole purpose of confirming payments for a period covering not more than twenty-four (24) months the date commencing with the first CVR Payment Period in which the Company or its Affiliates receives Gross Proceeds and ending on the last day of the CVR Term. The Company may require such accounting firm to execute a reasonable confidentiality agreement with the Company prior to commencing the date of such requestaudit. The accounting firm shall disclose to Company Rights Agent or the Acting Holders, as applicable, only whether the royalty reports are correct or incorrect not and the amount of specific details concerning any discrepancydiscrepancies. No other information shall be provided shared. Such audits may be conducted during normal business hours upon reasonable prior written notice to the Company, but no more than frequently than once per year. No accounting period of the Company shall be subject to audit more than one time by the Acting Holders, as applicable, unless after an accounting period has been audited by the Acting Holders, as applicable, the Company restates its financial results for such accounting period, in which event the Acting Holders, as applicable, may conduct a second audit of such accounting period in accordance with this Section 4.5. Adjustments (including remittances of underpayments or overpayments disclosed by such audit) shall be made by the Company to reflect the results of such audit, which adjustments shall be paid promptly following receipt of an invoice therefor. Whenever such an adjustment is made, the Company shall promptly prepare a certificate setting forth such adjustment, and a brief, reasonably detailed statement of the facts, computation and methodology accounting for such adjustment to the extent not already reflected in the audit report and promptly file with the Rights Agent a copy of such report and promptly deliver to the Rights Agent a revised CVR Payment Statement for the relevant CVR Payment Period. The accounting firm Rights Agent shall be given copies fully protected in relying on any such report and on any adjustment or statement therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of all documents needed to accurately perform any such adjustment or any such event unless and until it shall have received such report. The Acting Holders, as applicable, shall bear the accounting, with all provisions full cost and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If expense of such accounting firm correctly identifies audit unless such audit discloses an underpayment by Merck during such period, then Merck shall pay to the Company the amount of twenty percent (20%) or more of the discrepancy within thirty (30) days CVR Payment Amount due under this Agreement, in which case the Company shall bear the full cost and expense of the date Company delivers such audit. The Rights Agent shall be entitled to Merck such accounting firm’s written rely on any audit report so correctly concluding, or as otherwise agreed upon delivered by the Parties. The fees charged by such independent accounting firm shall be paid by Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this AgreementSection 4.5. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 Upon the no less than five (5) Business Days prior written request notice of Company and not more than once in each Calendar YearIndevus, Merck Valera shall permit an independent certified public accounting firm of nationally recognized standing standing, selected by Company Indevus and reasonably acceptable to Merck, at Company’s expenseValera, to have access during normal business hours to such of the records of Merck as may be reasonably Valera to the extent necessary to verify the accuracy of the royalty reports hereunder under Section 5.2 for any Calendar Year ending not more than twenty-four (24) months prior to the date of such request. The accounting firm shall disclose to Company only Indevus whether the royalty reports are correct or incorrect incorrect, the specific details concerning any discrepancies and the amount of any discrepancy. No such other information shall that should properly be provided to Companycontained in a report required under this Agreement. The accounting firm number of audits conducted of the records of Valera pursuant to this Section 5.3 shall be given copies not exceed one (1) with respect to each Year of all documents needed the Term or, assuming the Term expires not later than December 31, 2008, two (2) with respect to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredactedentire Term. 5.6.2 (a) If such accounting firm correctly identifies an underpayment concludes that additional amounts were owed by Merck during Valera for such periodYear, then Merck Valera shall pay to Company the additional payments, together with interest at the Prime Rate on the amount of the discrepancy such additional payments, within thirty ten (3010) days of the date Company Indevus delivers to Merck Valera such accounting firm’s written report so correctly concluding. In the event such accounting firm concludes that amounts were overpaid by Valera during such period, or as otherwise agreed upon by Indevus shall repay Valera the Partiesamount of such overpayment, together with interest at the Prime Rate on the amount of such overpayment, within ten (10) days of the date Indevus delivers to Valera such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by CompanyIndevus; provided, except however, that if an error in favor of Indevus of more than [*] of the situation that payments due hereunder for the period being reviewed is discovered, then the fees and expenses of the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Companypaid by Valera. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 (b) Upon the expiration of twenty-four (24) [*] months following the end of any Calendar Year, the calculation year for which Valera has made payment in full of royalties amounts payable with respect to such Calendar Year year, and in the absence of negligence or willful misconduct of Valera or a contrary finding by an accounting firm pursuant to Section 5.3(a), such calculation shall be binding and conclusive upon CompanyValera, and Merck and its Related Parties Valera shall be released from any liability or accountability with respect to royalties payments for such Calendar Yearyear. 5.6.5 Company (c) Each Party shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement 5.3 in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 (a) Upon the written request of Company Company, and not more than once in each Calendar Year, Merck Licensee shall permit an independent certified public accounting firm of nationally internationally recognized standing selected by Company Company, and reasonably acceptable to Merck, at Company’s expenseLicensee, to have access to and to review, during normal business hours to such of and upon no less than *** prior written notice, the applicable records of Merck as may be reasonably necessary Licensee and its Affiliates to verify the accuracy and timeliness of the royalty reports hereunder and payments made by Licensee under this Agreement. Such review may cover the records for sales made in any Calendar Year ending not more than twenty-four (24) months *** prior to the date of such request, and the records for any Calendar Year may be audited no more than once. The accounting firm shall disclose to Company only whether the royalty reports are correct or incorrect and the amount of specific details concerning any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacteddiscrepancies. 5.6.2 (b) If such accounting firm correctly identifies an underpayment by Merck concludes that any payments were late or additional amounts were owed during such period, then Merck Licensee shall pay to Company the amount of late payments and/or additional amounts, with interest from the discrepancy date originally due as set forth in Section 9.6, within thirty (30) days of *** after the date Company delivers to Merck such Licensee a notice referencing the accounting firm’s written report so correctly concluding, or as otherwise agreed upon by and requesting such payment. If the Parties. The fees charged by such accounting firm shall be paid by Company, except in amount of the situation that the accounting firm determines that Merck has underpaid by the underpayment is greater of [than ***] or [***] * of the royalties it total amount actually owed for any the Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such periodaudited, then Licensee shall in addition reimburse Company for all costs related to such audit; otherwise, Company shall pay all costs of the audit. In the event of overpayment, any amount of such overpayment shall be withheld from a credit against the next royalty payment or payments due from Merck to Company, until fully utilized. Any dispute under this Section 9.5 shall be subject to resolution in accordance with Article 15. 5.6.3 Merck (c) Licensee shall include in each sublicense Sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee Sublicensee to make reports to MerckLicensee, to keep and maintain records of sales made pursuant to such sublicense distribution agreement or Sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck by Licensee under this Agreement. 5.6.4 Upon the expiration of twenty-four (24d) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall (i) treat all financial information subject to review that it receives under this Section 5.6 9.5 or under any sublicense agreement of Licensee in accordance with the confidentiality and non-use provisions of this Agreement, Article 11 and shall (ii) cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties Licensee obligating it such firm to retain all such financial information in confidence pursuant to such confidentiality agreement, in each case except to the extent necessary for Company to enforce its rights under this Agreement.

Audits. 5.6.1 Upon the written request of Company and not more than once in each Calendar Year, Merck (a) Licensee shall permit an independent certified public accounting firm of nationally recognized standing selected by Company and reasonably acceptable to Merck, at Company’s expense, to have access during normal business hours to such of the keep accurate records of Merck as may be reasonably necessary to verify all Product sales and other relevant data concerning the accuracy Product for a period of two (2) years following the royalty year in which such records were created and Licensee shall provide Licensor quarterly reports hereunder for any Calendar Year ending not more than twentythereof forty-four five (24) months prior to the date of such request. The accounting firm shall disclose to Company only whether the royalty reports are correct or incorrect and the amount of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy within thirty (3045) days of the date Company delivers to Merck 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) months following after the end of the applicable calendar quarter. Such reports shall state the number of Units of Product manufactured by Licensee, its Affiliates or sublicensees and the number of Units of Product sold by Licensee, its Affiliates or sublicensees during the applicable quarter as well as the number of free samples of Product distributed and any Calendar Year, Product returns made during such calendar quarter together with an accounting of any other applicable components of the calculation of royalties payable amounts paid or to be paid hereunder with respect to such Calendar Year calendar quarter. Simultaneous with the delivery of such report, Licensee shall make, or cause to be binding and conclusive upon Companymade, and Merck and its Related Parties shall be released from any liability or accountability additional payment due with respect to royalties the Purchase Price for Product sold during such calendar quarter. Once a year, upon reasonable notice, at times mutually agreed upon and during business hours, Licensor at Licensor's cost may have the accounts of Licensee, its Affiliates or sublicensees for the preceding two (2) calendar years relating to the Product reviewed by independent certified public accountants appointed by Licensor and reasonably approved by Licensee, solely in order to verify amounts due under this Agreement. Licensor and Licensee shall mutually determine a general strategy for such Calendar Year. 5.6.5 Company audit in advance of its conduct. Said accountant shall treat all financial not disclose to Licensor any information subject to review except that which should properly be contained in a quarterly report required under this Section 5.6 or under Agreement. Licensee shall promptly pay any sublicense agreement in accordance underpayment evidenced by such audit, and Licensor shall promptly refund any overpayment evidenced by such audit. In the event such an audit evidences an underpayment of more than five percent (5%) with respect to the confidentiality and non-use provisions of this Agreementamounts actually paid, Licensee shall promptly pay such underpayment to Licensor with interest at the prime rate as set by Citibank, from the time when such underpayment accrued, and shall cause reimburse Licensor for the reasonable costs and expenses (including fees) of such audit. (b) Licensor shall keep accurate records of its accounting firm Direct Costs of manufacturing the Product for a period of two (2) years following the year in which such records were created. Once a year, upon reasonable notice, at times mutually agreed upon and during business hours, Licensee at Licensee's cost may have the accounts of Licensor for the preceding two (2) calendar years relating to enter into the Direct Costs of manufacturing the Product reviewed by independent certified public accountants appointed by Licensee and reasonably approved by Licensor, solely in order to verify amounts due under this Agreement. Licensor and Licensee shall mutually determine a general strategy for such audit in advance of its conduct. Said accountant shall not disclose to Licensee any information except that relating to the Direct Costs of manufacturing the Product. Licensor shall promptly refund any overpayment evidenced by such audit, and Licensee shall promptly pay any underpayment evidenced by such audit. In the event such audit evidences an acceptable confidentiality agreement overpayment of more than five percent (5%) with Merck and/or its Related Parties obligating it respect to retain all the amounts actually paid, Licensor shall promptly refund such information in confidence pursuant overpayment to Licensee with interest at the prime rate as set by Citibank, from the time when such confidentiality agreementoverpayments accrued, and shall reimburse Licensee for the reasonable costs and expenses (including fees) of such audit.

Audits. 5.6.1 Upon CLIENT and Novartis shall have audit rights with respect to VCS’ records described in this Section 4.6(b). i. CLIENT or Novartis (in such capacity, the written “Audit Rights Holder”) 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 “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 Company 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 Calendar Yearwhich case, Merck more frequent audits will be permitted; and (iii) the Audit Rights Holder shall permit an independent certified public accounting firm of nationally recognized standing selected by Company only be entitled to audit books and reasonably acceptable to Merck, at Company’s expense, to have access during normal business hours to such records of the records of Merck as may be reasonably necessary to verify Auditee from the accuracy of the royalty reports hereunder for any Calendar Year ending not more than twenty-four three (243) months Agreement Years prior to the date of such requestAgreement 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 accounting firm Audit Rights Holder shall disclose to Company only whether provide the royalty reports are correct Auditee with notice of one or incorrect and the amount of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount more proposed dates of the discrepancy within audit not less than thirty (30) calendar days 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 date Company delivers Auditee, and the Auditee shall have the right, at its expense, to Merck request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than thirty (30) calendar days after the first determination is provided to 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 as otherwise agreed upon overcharging by the Parties. The fees charged by such accounting firm any party, that under-reporting, underpayment or overcharging shall be paid by Company, except in reported to the situation that Audit Rights Holder and the accounting firm determines that Merck has underpaying or overcharging party shall remit such underpayment or reimburse such overcompensation to the underpaid by the greater of [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 *** (***] %) of the royalties it owed amounts properly determined, the underpaying or overcharging party, as the case may be, shall reimburse the applicable underpaid or overcharged party, for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such periodits respective audit fees and reasonable out-of-pocket expenses in connection with said audit, then such overpayment which reimbursement shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep made within *** (***) calendar days of receiving appropriate invoices and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties other support for such Calendar Yearaudit-related costs. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 (a) Upon the written request of Company and not more than once in each Calendar YearIntrexon, Merck Oragenics shall permit an independent certified public accounting firm of nationally internationally recognized standing selected by Company Intrexon, and reasonably acceptable to Merck, at Company’s expenseOragenics, to have access to and to review, during normal business hours to such of and upon no less than thirty (30) days prior written notice, the applicable records of Merck as may be reasonably necessary Oragenics and its Affiliates to verify the accuracy and timeliness of the royalty reports hereunder and payments made by Oragenics under this Agreement. Such review may cover the records for sales made in any Calendar Year calendar year ending not more than twenty-four three (243) months years prior to the date of such request. The accounting firm shall disclose to Company only both Parties whether the royalty reports are correct or incorrect and/or know-how reports conform to the provisions of this Agreement and/or US GAAP, as applicable, and the amount of specific details concerning any discrepancydiscrepancies. No other information shall Such audit may not be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredactedconducted more than once in any calendar year. 5.6.2 (b) If such accounting firm correctly identifies an underpayment by Merck concludes that additional amounts were owed during such period, then Merck Oragenics shall pay to Company additional amounts, with interest from the amount of the discrepancy date originally due as set forth in Section 5.9, within thirty (30) days of receipt of the date Company delivers to Merck 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, or as otherwise agreed upon by then Oragenics shall in addition reimburse Intrexon for all costs related to such audit; otherwise, Intrexon shall pay all costs of the Partiesaudit. The fees charged by In the event of overpayment, any amount of such accounting firm overpayment shall be paid fully creditable against amounts payable for the immediately succeeding calendar quarter(s); provided, however, that if such overpayment is reasonably expected to exceed the amount projected to be payable to Intrexon by Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of Oragenics over next [***] or [***] the royalties it owed for ], Intrexon will promptly repay to Oragenics any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Companyamount exceeding that projected amount. 5.6.3 Merck (c) Intrexon shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24i) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review that it receives under this Section 5.6 or under any sublicense agreement 5.7 in accordance with the confidentiality and non-use provisions of this Agreement, Article 7 and shall (ii) cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties Oragenics obligating it such firm to retain all such financial information in confidence pursuant to such confidentiality agreement, in each case except to the extent necessary for Intrexon to enforce its rights under this Agreement.

Audits. 5.6.1 Upon Throughout the term of this Agreement and for one year thereafter, VS shall have the right once within each calendar year, at its own expense and on 30 days’ advance written request of Company and not more than once in each Calendar Yearnotice to Service Provider, Merck shall permit to have an independent certified public accounting firm of nationally recognized standing selected by Company and auditor reasonably acceptable to Merck, at Company’s expense, Service Provider (and who has executed an appropriate confidentiality agreement reasonably acceptable to have access during normal business hours to such of Service Provider) audit the books and records of Merck as may be reasonably necessary to verify Service Provider or any of its Affiliates for the sole purpose of certifying the accuracy of the royalty reports hereunder Service Fees and Cost Components charged by Service Provider to the Service Recipients in accordance with the terms of this Agreement for the preceding calendar year; provided that (i) any Calendar Year ending not such audit shall take place during reasonable business hours on a mutually agreed-upon date, (ii) such auditor shall in no event be entitled to any contingency fee (or otherwise have any portion of its compensation be directly or indirectly determined based on the outcome of such audit) and (iii) no such books and records may be audited more than twenty-four one time. Service Provider may designate competitively sensitive information which such auditor may see and review but which it may not disclose to VS, and all such books and records, and any applicable audit report and findings, shall be the Confidential Information of Service Provider. VS shall provide to Service Provider a copy of each such audit report promptly after its receipt thereof. In the event that any such audit indicates any overpayment or underpayment of amounts paid to Service Provider by any Service Recipient, the applicable party shall pay to the other party (24within 30 days following the date of delivery of such audit report to Service Provider) months prior to the amount of such overpayment or underpayment, as the case may be, plus (if the overpayment or underpayment amount exceeds $250,000.00) interest accruing monthly from the date of such request. The accounting firm shall disclose to Company only whether overpayment or underpayment until such amount is paid at 12% per annum, compounded monthly from the royalty reports are correct or incorrect and the amount of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy within thirty (30) days of relevant payment due date through the date Company delivers to Merck of payment (provided that such accounting firm’s written report so correctly concluding, or as otherwise agreed upon interest rate shall not exceed the maximum rate permitted by the Parties. The fees charged by such accounting firm shall be paid by Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firmApplicable Law). If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from either party hereto has a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) months following the end of any Calendar Year, the calculation of royalties payable good faith dispute with respect to the findings of such Calendar Year audit, the parties shall be binding and conclusive upon Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Yearfollow the dispute resolution procedures set forth in Section 9.07. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 (a) Upon the written request of Company Adolor and not more than once in each Calendar Year, Merck Santen shall permit an independent certified public accounting firm of nationally recognized standing selected by Company Adolor and reasonably acceptable to MerckSanten, at Company’s Adolor's expense, to have access during normal business hours to such of the records of Merck Santen as may be reasonably necessary to verify the accuracy of the royalty reports hereunder Royalty Statements for any Calendar Year year ending not more than twentythirty-four six (2436) months prior to the date of such the request. The accounting firm shall disclose to Company Adolor only whether the royalty reports Royalty Statements are correct or incorrect and the amount of specific details concerning any discrepancydiscrepancies (such as any amounts due). No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform Adolor. (b) If based on the accounting, with all provisions and terms necessary to accurately perform report from the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck firm, Adolor concludes that additional Royalties were owed during such period, then Merck Santen shall pay to Company the amount of the discrepancy additional Royalties within thirty (30) days of the date Company Adolor delivers to Merck Santen such accounting firm’s 's written report so correctly concluding, or as otherwise agreed upon by the Partiesand Adolor's conclusions. The fees charged by such accounting firm shall be paid by CompanyAdolor, except in however, if such additional Royalties due for the situation that period are five percent (5%) or more than the accounting firm determines that Merck has underpaid amount of Royalties previously reported and paid by Santen for the greater of [***] or [***] period, then Santen shall pay the royalties it owed for any Calendar Year reviewed fees charged by the such accounting firm. If Santen shall promptly reimburse Adolor for any underpayment along with any interest due thereon under Section 2.09. In the event such accounting firm correctly identified audit reveals an overpayment by Merck during such periodof the amount actually due, then Adolor shall credit such overpayment shall be withheld from a next payment due from Merck to Companyagainst future Royalties Santen otherwise would pay Adolor. 5.6.3 Merck (c) Santen shall include in require each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee Affiliate and Sublicensee to make reports to MerckSanten, to keep and maintain records of sales made pursuant to such sublicense under this Agreement and to grant access to such records by Company’s to Adolor's independent accountant to the same extent required of Merck Santen under this Agreement. 5.6.4 Upon the expiration of twenty-four (24d) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company Adolor shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such financial information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 To the extent MSD exercises a License Option, if at all, following the First Commercial Sale of a Licensed Product: 5.7.1 Upon the written request of Company and not more than once in each Calendar Year, Merck MSD shall permit an independent certified public accounting firm of nationally recognized standing selected by Company and reasonably acceptable to MerckMSD, at Company’s expense, to have access during normal business hours to such of the records of Merck MSD as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than twenty-four (24) months [***] prior to the date of such request. The accounting firm shall disclose to Company only whether the royalty reports are correct or incorrect and the amount of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 5.7.2 If such accounting firm correctly identifies an underpayment by Merck a discrepancy made during such period, then Merck the appropriate Party shall pay to Company the other Party the amount of the discrepancy within thirty (30) days [***] of the date Company delivers to Merck MSD 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 Company; provided, except in the situation however, that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company]. 5.6.3 Merck 5.7.3 MSD shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to MerckMSD, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck MSD under this Agreement. 5.6.4 5.7.4 Upon the expiration of twenty-four (24) 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 Company, and Merck MSD and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 5.7.5 Company shall treat all financial information subject to review under this Section 5.6 5.7 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck MSD and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 Upon ZymoGenetics shall have the right, upon thirty (30) days’ prior written request of Company notice to Abbott, and ▇▇▇▇▇▇’▇ written approval, which approval shall not more than once in each Calendar Year, Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by Company and reasonably acceptable to Merck, at Company’s expensebe unreasonably withheld, to have access conduct during normal business hours a quality assurance audit and inspection of ▇▇▇▇▇▇’▇ records and Bulk Drug Substance facilities relating to such the manufacture of Bulk Drug Substance and to perform follow-up audits as reasonably necessary. Prior to ▇▇▇▇▇▇ commencing the production of the records first batch of Merck commercial Bulk Drug Substance as ordered by ZymoGenetics, such audits and inspections may be reasonably necessary conducted from time to verify the accuracy time on a reasonable basis. Once ▇▇▇▇▇▇ has commenced production of the royalty reports hereunder for any Calendar Year ending 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 and such audits shall be performed by no more than twenty-four two (242) months prior [ * ] designated portions of this document have been omitted pursuant to a request for confidential treatment filed separately with the date Commission. auditors, unless ZymoGenetics reasonably believes that a longer audit or additional personnel are necessary and provides its reasons for such belief to ▇▇▇▇▇▇ in writing. If ZymoGenetics wishes to perform audits more often than once per year or over a period in excess of such requestthree (3) days, ZymoGenetics shall pay ▇▇▇▇▇▇ [ * ] per additional audit day. The accounting firm shall disclose Notwithstanding the foregoing, in the event that an audit is required by ZymoGenetics due to Company only whether quality issues that arise, per the royalty reports are correct terms of 8.6 and/or 9.8 or incorrect and the amount of associated with any discrepancy. No other information ineffective corrective action, as demonstrated by subsequent Bulk Drug Substance lot(s) containing comparable deviations, during any Contract Year, ZymoGenetics shall be provided entitled to Companyconduct such audit [ * ]. The accounting firm shall be given copies of all documents needed to accurately If more than two (2) auditors perform the accountingaudit, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck ZymoGenetics shall pay to Company ▇▇▇▇▇▇ [ * ] per additional auditor. In addition, ZymoGenetics licensees shall have the amount of right at any time during the discrepancy within thirty (30) days of the date Company delivers to Merck 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions 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 cause its accounting firm be conducted in the presence of ▇▇▇▇▇▇’▇ employees. In addition, ▇▇▇▇▇▇ shall promptly provide ZymoGenetics a written response to enter into an acceptable confidentiality 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 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 notice to ▇▇▇▇▇▇. If ZymoGenetics utilizes auditors that are not employees of ZymoGenetics, each of such auditors shall execute a non-disclosure agreement with Merck and/or confidentiality terms at least as stringent as those set forth herein. ▇▇▇▇▇▇ shall be responsible for inspections of its Related Parties obligating it manufacturing facilities by any Regulatory Authorities and shall promptly notify ZymoGenetics if such inspections are directly related to retain 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) provide ZymoGenetics with copies of all documents, reports or communications received from or given to 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 information inspections, and (c) allow ZymoGenetics to provide comments to ▇▇▇▇▇▇, and ▇▇▇▇▇▇ shall draft any such correspondence to Regulatory Authorities in confidence pursuant connection therewith. ZymoGenetics shall promptly notify ▇▇▇▇▇▇ regarding any inspection on ZymoGenetics property related to such confidentiality agreementthe manufacture of Bulk Drug Substance.

Audits. 5.6.1 5.3.1 Upon the written request of Company Licensor and not more than once in each Calendar Yearcalendar year, Merck Licensee and its Affiliates shall permit an independent certified public accounting firm of nationally recognized standing selected by Company Licensor and reasonably acceptable to MerckLicensee, at Company’s Licensor's expense, to have access during normal business hours to such of the financial records of Merck Licensee and its Affiliates as may be reasonably necessary to verify the accuracy of the royalty payment reports hereunder for any Calendar Year ending not more than twenty-four the eight (24) months 8) calendar quarters immediately prior to the date of such requestrequest (other than records for which Licensor has already conducted an audit under this Section). 5.3.2 If such accounting firm concludes that additional amounts were owed during the audited period, Licensee shall pay such additional amounts within thirty (30) days after the date Licensor delivers to Licensee such accounting firm's written report so 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 [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. 5.3.3 Licensor shall cause its accounting firm to retain all financial information subject to review under this Section 5.3 in strict confidence; provided, however, that Licensee shall have the right to require that such accounting firm, prior to conducting such audit, enter into an appropriate non-disclosure agreement with Licensee regarding such financial information. The accounting firm shall disclose to Company Licensor only whether the royalty reports are correct or incorrect not and the amount of any discrepancy. No other information shall be provided to Companyshared. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy within thirty (30) days of the date Company delivers to Merck 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company Licensor shall treat all such financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.as Licensee's Confidential Information

Audits. 5.6.1 Upon CLIENT and Novartis shall have audit rights with respect to VCS’ records described in this Section 4.6(b). i. CLIENT or Novartis (in such capacity, the written “Audit Rights Holder”) 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 “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 Company 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 Calendar 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, Merck the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder shall permit provide the Auditee with notice of one or more proposed dates of the audit not less than 30 calendar days 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 independent certified public accounting firm of nationally recognized standing selected Audit Team shall be made available for review and comment by Company the Auditee, and reasonably acceptable to Merckthe Auditee shall have the right, at Company’s its expense, to have access during normal business hours request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than 30 calendar days after the first determination is provided to Auditee and to be limited to the disputed matters). If the parties disagree as to such of further determination, the records of Merck Audit Rights Holder and the Auditee shall mutually select an internationally-recognized independent accounting firm that shall make a final determination as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than twenty-four (24) months prior to the date of such request. The accounting firm remaining matters in dispute that shall disclose 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 Company only whether the royalty reports are correct or incorrect Audit Rights Holder and the amount of any discrepancy. No other information underpaying or overcharging party shall be provided remit such underpayment or reimburse such overcompensation to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy underpaid or overcharged party within thirty (30) *** calendar days of receiving the date Company delivers to Merck such accounting firm’s written report so correctly concludingaudit report. Further, if the audit for an Agreement Year shows an under-reporting or as otherwise agreed upon underpayment or an overcharge by the Parties. The fees charged by such accounting firm shall be paid by Company, except any party for that period in the situation that the accounting firm determines that Merck has underpaid by the greater 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 ***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep * calendar days of receiving appropriate invoices and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties other support for such Calendar Yearaudit-related costs. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 (a) Upon the written request of Company Ambrx and not more than once in each Calendar Year, Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by Company Ambrx and reasonably acceptable to Merck, at CompanyAmbrx’s expense, to have access during normal business hours to such of the records of Merck as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than twenty-four (24) months prior to the date of such request. The accounting firm shall disclose to Company Ambrx only whether the royalty reports are correct or incorrect and the amount of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredactedAmbrx. 5.6.2 (b) If such accounting firm correctly identifies an underpayment by Merck a discrepancy made during such period, then Merck the appropriate Party shall pay to Company the other Party the amount of the discrepancy within thirty (30) days of the date Company Ambrx delivers to Merck 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or ] (c) [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company]. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 (d) Upon the expiration of twenty-four (24) 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 CompanyAmbrx, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company (e) Ambrx shall treat all financial information subject to review under this Section 5.6 5.7 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement. ***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.

Audits. 5.6.1 Upon the written request of Company J▇▇▇▇▇▇, with sixty (60) days prior written notice to Provention, and not more than once in each Calendar Year, Merck Provention shall permit an independent certified public accounting firm of nationally recognized standing selected by Company J▇▇▇▇▇▇ and reasonably acceptable to MerckProvention, at Company’s J▇▇▇▇▇▇’▇ expense, to have access during normal business hours to such of the records of Merck Provention and its Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports hereunder hereunder. Those records will include gross sales of each Product on a country-by-country basis, as well as all deductions taken from gross sales in that country to arrive at Net Sales in that country, though, depending upon Provention’s then-current reporting practices for any Calendar Year ending not more than twentyfinancial information, country-four (24) months prior to by-country data may only be accessible on an in-country basis from Provention’s Affiliates. J▇▇▇▇▇▇ will instruct the date of such request. The accounting firm shall to disclose to Company J▇▇▇▇▇▇ only whether the royalty reports are correct or incorrect and the amount of specific details concerning any discrepancydiscrepancies. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies independent accountant’s review of Provention’s royalty reports shows an underpayment by Merck during such periodunderpayment, then Merck Provention shall pay remit or cause its Related Parties to Company remit to J▇▇▇▇▇▇ within sixty (60) days after Provention’s receipt of the report: (a) the amount of such underpayment, and (b) if such underpayment exceeds five percent (5%) of the discrepancy total amount owed for the period being audited, the reasonable and necessary fees and expenses of the independent accountant performing the audit. Any overpayments will be credited against amounts payable in the immediately subsequent payment period(s). To the extent that a subsequent payment period does not exist, J▇▇▇▇▇▇ shall remit or cause its Affiliates to remit the amount of such overpayment to Provention within thirty sixty (3060) days after Provention’s receipt of the date Company delivers to Merck such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the Partiesreport. The fees charged by such accounting firm shall be paid by Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company J▇▇▇▇▇▇ shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreementagreement, and shall cause its accounting firm to enter into an a reasonably acceptable confidentiality agreement with Merck Provention and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreementconfidence.

Audits. 5.6.1 Upon Intcomex shall provide BPI with notice of any written inquiries, audits, examinations or proposed adjustments by any taxing authority, which relate to any Pre-Closing Tax Periods within ten (10) calendar days of the receipt of such notice. BPI shall have the sole right to represent the interests of the Purchased Subsidiaries in any Tax audit or other proceeding relating to any Pre-Closing Tax Periods, to employ counsel of its choice at its own expense, and to settle any issues and to take any other actions in connection with such proceedings relating to such taxable periods; provided, however, that BPI shall inform Intcomex of the status of any such proceedings, shall provide Intcomex (at Intcomex’s cost and expense) with copies of any pleadings, correspondence, and other documents as Intcomex may reasonably request and shall consult with Intcomex prior to the settlement of any such proceedings and shall obtain the prior written consent of Intcomex prior to the settlement of any such proceedings that could reasonably be expected to adversely affect Intcomex in any taxable period ending after the Closing Date, which consent shall not be unreasonably withheld or delayed; provided further, however, that Intcomex and counsel of its own choosing shall have the right to participate in, but not direct, the prosecution or defense of such proceedings at Intcomex’s sole expense. Intcomex and BPI shall provide each other with notice of any written inquiries, audits, examinations or proposed adjustments by any taxing authority that relate to any Straddle Tax Period within ten (10) calendar days of the receipt of such notice. Intcomex and BPI shall jointly control the conduct of any Tax audits or other proceedings relating to Taxes for a Straddle Tax Period, and neither party shall settle any such Tax audit or other proceeding without the written request of Company and not more than once in each Calendar Year, Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by Company and reasonably acceptable to Merck, at Company’s expense, to have access during normal business hours to such consent of the records other party, which consent shall not be unreasonably withheld or delayed. Intcomex shall have the right to control all other Tax audits or proceedings of Merck the Purchased Subsidiaries, as applicable. Intcomex shall obtain the prior written consent of BPI prior to the settlement of any such proceedings that could reasonably be expected to increase the Tax liability of the Purchased Subsidiaries, as applicable, for a Pre-Closing Tax Period or portion of a Straddle Period ending on the Closing Date, which consent shall not be unreasonably withheld or delayed. Intcomex and the Purchased Subsidiaries, as applicable, shall execute and deliver to BPI such powers of attorney and other documents as may be reasonably necessary or appropriate to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than twenty-four (24) months prior give effect to the date of such request. The accounting firm shall disclose to Company only whether the royalty reports are correct or incorrect and the amount of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredactedforegoing. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy within thirty (30) days of the date Company delivers to Merck 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 Upon (a) During the written request Term and for a period of Company and twelve (12) months after the end of the Term, (but not more than once in each Calendar Yearany calendar year) TELUS will provide TI and any internal or external auditor appointed by TI, Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by Company upon seven (7) days prior written notice from TI, with reasonable access to all relevant books and reasonably acceptable records in order to Merck, at Company’s expense, conduct audits in order to have access during normal business hours to such verify: (i) TELUS’ calculation of the records of Merck as may be reasonably necessary Fees and other charges payable by TI (including providing access to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than twenty-four (24) months prior to the date of all raw Data from which such request. The accounting firm shall disclose to Company only whether the royalty reports are correct or incorrect compiled); (ii) any pass-through expenses charged by TELUS to TI under this Agreement and the amount Schedules; and (iii) TELUS’ compliance with privacy and protection of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy within thirty (30) days of the date Company delivers to Merck 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck Personal Information obligations under this Agreement. 5.6.4 Upon (b) Subject to applicable confidentiality requirements, TELUS shall, as part of the expiration Services, provide to TI and its auditors any assistance that they may reasonably require in connection with an audit. TELUS shall use all reasonable efforts to arrange its affairs, relationships and agreements in such a way that TI and its auditors can conduct their activities as permitted by this Section. (c) Audits will be conducted at TI’s expense (except for TELUS’ internal time, which shall be at its own cost and expense) unless such audit reveals a net discrepancy in favour of twentyTI of greater than 5% in respect of amounts that were charged under this Agreement in respect of the time period examined, in which case TELUS shall reimburse TI for all reasonable out-four of-pocket costs incurred by it in connection with such audit, subject to the provision by TI of reasonable supporting documentation. (24d) months following If the end of any Calendar Yearproposed auditor is a Third Party, the calculation of royalties payable with respect to such Calendar Year auditor shall be binding required to enter into a non-disclosure agreement in a form to be agreed between the Parties, which shall include at least the same level of non-disclosure obligations as those contained in this Agreement. Without limiting the generality of the foregoing: (i) the form of non-disclosure agreement shall provide that all information obtained through the audit will be considered to be confidential information which cannot be disclosed or used by the auditor for any purpose other than the audit; and conclusive upon Company(ii) if the proposed auditor is a direct competitor of TELUS, and Merck and its Related Parties it shall be released from any liability or accountability with respect a requirement that the staff members of the auditor establish a confidentiality screen to royalties for such Calendar Yearthe satisfaction of TELUS, acting reasonably, to prevent the internal disclosure by the audit staff of the auditor to the staff which are carrying on the competitive activity. 5.6.5 Company (e) No audit shall treat all financial information subject relieve TELUS from its obligations to review under this Section 5.6 or under any sublicense agreement in accordance comply with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 Upon (a) During the written request term of Company the Agreement and for a period of three (3) years thereafter, CBLI, its Affiliates or sublicensees will keep complete and accurate records in sufficient detail to permit GPI to confirm the completeness and accuracy of the information presented in each Payment Report and all payments due hereunder. CBLI, its Affiliates or sublicensees will permit an independent, certified public accountant selected by GPI and reasonably acceptable to CBLI, which acceptance will not be unreasonably withheld or delayed (the “Auditor”) to audit or inspect those records of CBLI that relate to Net Sales and Payment Reports for one or more annual periods, for the sole purpose of verifying the: (i) accuracy of the Payment Reports required under Section 5A.5 and royalties and other payments payable in U.S. dollars which will have accrued hereunder in respect of Net Sales for the period under review; and (ii) withholding taxes, if any, required by law to be deducted as a payment by CBLI in respect of such Net Sales. Such inspection will be conducted during CBLI’s normal business hours at such place where such records are customarily kept, no more than once in each Calendar Year, Merck shall permit an independent certified public accounting firm any twelve (12) month period and upon at least sixty (60) days prior written notice by GPI to CBLI. The Auditor will execute a reasonable written confidentiality agreement with CBLI and will disclose to GPI only the amount and accuracy of nationally recognized standing selected by Company payments reported and reasonably acceptable to Merck, at Company’s expense, to have access during normal business hours to such actually paid or otherwise payable under this Agreement and the specific details concerning any discrepancies. The Auditor will send a copy of the records of Merck as may be reasonably necessary report to verify CBLI at the accuracy of the royalty reports hereunder for any Calendar Year ending not more than twenty-four (24) months prior same time it is sent to the date of such request. The accounting firm shall disclose to Company only whether the royalty reports are correct or incorrect and the amount of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredactedGPI. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period(b) In the event that the Auditor concludes that additional royalties were required for the annual period under review, then Merck shall pay to Company the amount of the discrepancy additional Royalty Payment will be paid within thirty (30) days of the date Company the Auditor delivers its report to Merck the parties so concluding that such accounting firm’s written report so correctly concludingpayments were underpaid, or and excess royalties paid will be reimbursed to CBLI by GPI within thirty (30) days. The payment of additional royalties to GPI shall bear interest as otherwise agreed upon by the Partiesdescribed in Section 5A.5(b). The fees charged by such accounting firm shall the Auditor will be paid by CompanyGPI unless the audit discloses an underpayment of royalties paid or payable by CBLI for the annual period under review by more than five percent (5%) of the amount due, except in which case CBLI shall pay (or reimburse GPI for) the situation that the accounting firm determines that Merck has underpaid reasonable fees and expenses charged by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to CompanyAuditor. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 5.2.1 Erasca shall (and shall ensure that its Affiliates and sublicensees will) maintain complete and accurate records in sufficient detail to permit NiKang to confirm the accuracy of any royalty payments and other amounts payable under this Agreement and to verify the achievement of sales based milestone under this Agreement. 5.2.2 Upon the written request of Company NiKang and not more than once in each Calendar Yearcalendar year, Merck Erasca shall permit an independent certified public accounting firm of nationally recognized standing selected by Company NiKang and reasonably acceptable to MerckErasca, at CompanyNiKang’s expense, to have access during normal business hours to such of the financial records of Merck Erasca, 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 twenty-four the twelve (2412) months calendar quarters immediately prior to the date of such requestrequest (other than records for which NiKang has already conducted an audit under this Section). 5.2.3 If such accounting firm concludes that additional amounts were owed during the audited period, Erasca shall pay such additional amounts plus interest (calculated from the original due date in accordance with Section 6.3) within thirty (30) days after the date NiKang delivers to Erasca such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by NiKang; provided, however, if the audit discloses that the amount payable by Erasca for such period are more than [***] percent ([***]%) of the amount actually paid for such period, then Erasca shall pay the reasonable fees and expenses charged by such accounting firm. Should the audit lead to the discovery of a discrepancy to Erasca’s favor, Erasca shall have the right to credit such overpayment against future payments, unless there are no further payments due in which case NiKang shall pay to Erasca the amount of the discrepancy, without interest, within forty-five (45) days of NiKang’s receipt of the report. 5.2.4 NiKang shall cause its accounting firm to retain all financial information subject to review under this Section 5.2 in strict confidence; provided, however, that Erasca shall have the right to require that such accounting firm, prior to conducting such audit, enter into an appropriate non-disclosure agreement with Erasca regarding such financial information. The accounting firm shall disclose to Company NiKang only whether the royalty reports are correct or incorrect not and the amount of any discrepancy. No other information shall be provided to Companyshared. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy within thirty (30) days of the date Company delivers to Merck 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company NiKang shall treat all such financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreementas Erasca’s Confidential Information.

Audits. 5.6.1 (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 Company ▇▇▇▇▇▇▇▇, ▇▇▇ shall permit, and not more than once in each Calendar Yearshall cause its Affiliates and Sublicensees to permit, Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by Company ▇▇▇▇▇▇▇▇ and reasonably acceptable to MerckZai, at Company’s ▇▇▇▇▇▇▇▇’▇ expense, to have access during normal business hours to such of the records of Merck Zai or its Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports payments hereunder for any Calendar Year ending not more than twenty-four (24) months [***] years prior to the date of such request. The accounting firm These rights with respect to any Calendar Year shall disclose to Company only whether terminate [***] years after the royalty reports are correct or incorrect and the amount end of any discrepancy. No other information such Calendar Year and shall be limited to once each Calendar Year (provided to Companythat the foregoing frequency limit shall not apply if ▇▇▇▇▇▇▇▇ has reasonable cause). The accounting firm ▇▇▇▇▇▇▇▇ shall be given copies provide Zai with a copy of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy firm’s written report within thirty (30) days of ▇▇▇▇▇▇▇▇’▇ receipt of such report. If such accounting firm concludes that an underpayment was made, then Zai shall pay the amount due within forty-five (45) days of the date Company ▇▇▇▇▇▇▇▇ delivers to Merck Zai 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified concludes that an overpayment by Merck during such periodwas made, then such overpayment shall be withheld from a next credited against any future payment due from Merck to Company▇▇▇▇▇▇▇▇ hereunder (if there is no future payment due, then ▇▇▇▇▇▇▇▇ shall promptly refund such overpayment to Zai). ▇▇▇▇▇▇▇▇ 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 five percent (5%) of the amount otherwise paid for that audited period, in which case Zai shall pay the reasonable fees and expenses charged by the accounting firm. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24c) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company ▇▇▇▇▇▇▇▇ shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement 9.6 in accordance with the confidentiality and non-use provisions of this AgreementARTICLE 10, and and, prior to commencing such audit, shall cause its accounting firm to enter into an acceptable a confidentiality agreement with Merck and/or its Related Parties Zai obligating 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 ▇▇▇▇▇▇▇▇, 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. ▇▇▇▇▇▇▇▇ shall advise Zai in advance of each audit of any such Sublicensee with respect to the Net Sales of the Products either by ▇▇▇▇▇▇▇▇ or its designated auditor under the terms of such Sublicensee agreement. ▇▇▇▇▇▇▇▇ shall provide Zai with a summary of the results received from the audit and, if Zai so requests, a copy of the audit report. ▇▇▇▇▇▇▇▇ shall pay the full costs charged by the accounting firm, unless the audit discloses that the additional payments payable to ▇▇▇▇▇▇▇▇ for the audited period is more than five percent (5%) from the amounts otherwise paid for that audited period, in which case Zai shall pay the reasonable fees and expenses charged by the accounting firm.

Audits. 5.6.1 i) Upon the written request of Company and not more than once in each Calendar YearSHINYAKU, Merck INNOVIVE shall permit an independent certified public accounting firm of nationally internationally recognized standing standing, selected by Company SHINYAKU and reasonably acceptable to MerckINNOVIVE, at CompanySHINYAKU’s expense, to have access during normal business hours to such of the records of Merck INNOVIVE and its SUBLICENSEES as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year year ending not more than twenty-four (24) months prior to the date of such a request. The accounting firm shall disclose to Company SHINYAKU only whether the royalty reports records are correct or incorrect and not and, if applicable, the amount of specific details concerning any discrepancy. No other information shall be provided to Companydiscrepancies. The accounting firm shall be given copies provide a copy of all documents needed its report to accurately perform the accounting, with all provisions and terms necessary to accurately perform INNOVIVE. ii) If the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck concludes that INNOVIVE underpaid royalties during such the audited period, then Merck INNOVIVE shall pay to Company the amount of the discrepancy make additional payment within thirty (30) days of after the date Company SHINYAKU delivers to Merck INNOVIVE such accounting firm’s written report so correctly concluding, or unless INNOVIVE shall have a good faith dispute as otherwise agreed upon by to the Partiesconclusions set forth in such written report, in which case INNOVIVE shall provide written notice to the SHINYAKU within such thirty (30) day period of the nature of its disagreement with such written report. The PARTIES shall thereafter, for a period of sixty (60) days, attempt in good faith to resolve such dispute and if they are unable to do so then the matter shall be submitted to dispute resolution in accordance with ARTICLE 26 hereof. iii) The fees charged by such an accounting firm shall be paid by CompanySHINYAKU; provided, except in however, if the situation audit discloses that the accounting firm determines that Merck has underpaid amount payable by INNOVIVE for the greater of audited period is more than [***] or percent ([***] ]%) of the royalties it owed amount actually paid for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such a period, then INNOVIVE shall pay the reasonable fees and expenses charged by such overpayment shall be withheld from a next payment due from Merck to Companyan accounting firm. 5.6.3 Merck iv) INNOVIVE shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee SUBLICENSEE to make reports to MerckINNOVIVE, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by CompanySHINYAKU’s independent accountant accounting firm to the same extent required of Merck INNOVIVE under this Agreement. 5.6.4 . Upon the expiration of twenty-four (24) months following the end of any Calendar Yearyear, the calculation of the royalties payable with respect to such Calendar Year a year shall be binding and conclusive upon CompanySHINYAKU, INNOVIVE and their respective SUBLICENSEES, and Merck INNOVIVE and its Related Parties SUBLICENSEES shall be released from any liability or accountability with respect to the royalties for such Calendar Yeara year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 (a) Upon the [***] ([***]) [***] prior written request of Company Inhibrx and not more than once [***] in each Calendar Year, Merck Licensee shall permit an independent certified public accounting firm of nationally recognized standing selected by Company and reasonably acceptable to MerckInhibrx, at CompanyInhibrx’s expense, to have access during normal business hours to such of the records of Merck Licensee as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than twenty-four (24) 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 Company only Inhibrx whether the royalty reports are correct or incorrect and incorrect, the amount of any royalty discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies , as well as the calculation of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredactedforegoing. 5.6.2 (b) If such accounting firm correctly identifies an underpayment made by Merck Licensee during such period, then Merck Licensee shall pay to Company Inhibrx one hundred percent (100%) of the amount of the discrepancy such underpayment (along with interest in accordance with Section 5.5.2) within thirty [***] (30[***]) days [***] of the date Company Inhibrx delivers to Merck Licensee such accounting firm’s written report so correctly concluding, or as otherwise agreed upon in writing by the Parties. The Inhibrx shall pay the fees charged by such accounting firm shall be paid firm; provided, however, if such audit uncovers an underpayment by Company, except in the situation Licensee that the accounting firm determines that Merck has underpaid by the greater of 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 [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company([***]) [***]. 5.6.3 Merck (c) Licensee shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to MerckLicensee, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by CompanyInhibrx’s independent accountant to the same extent required of Merck Licensee under this Agreement. 5.6.4 Upon the expiration of twenty-four (24d) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company Inhibrx shall treat all financial information subject to review under this Section 5.6 5.4.5 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or Licensee or its Related Parties Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 3.5.1 Upon the written request of Company PCCA and not more than once in each Calendar Yearcalendar year, Merck Imprimis shall permit an independent certified public accounting firm of nationally recognized standing selected by Company PCCA and reasonably acceptable to MerckImprimis, at CompanyPCCA’s expense, to have access during normal business hours to such of the financial records of Merck Imprimis as may be reasonably necessary to verify the accuracy of the royalty payment reports hereunder for any Calendar Year ending not more than twenty-four the eight (24) months 8) calendar quarters immediately prior to the date of such requestrequest (other than records for which PCCA has already conducted an audit under this Section 3.5). 3.5.2 If such accounting firm concludes that additional amounts were owed during the audited period, Imprimis shall pay such additional amounts within thirty (30) days after the date PCCA delivers to Imprimis such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by PCCA; provided, however, if the audit discloses that the commissions payable by Imprimis for such period are more than one hundred ten percent (110%) of the commissions actually paid for such period, then Imprimis shall pay the reasonable fees and expenses charged by such accounting firm. 3.5.3 PCCA shall cause its accounting firm to retain all financial information subject to review under this Section 3.5 in strict confidence; provided, however, that Imprimis shall have the right to require that such accounting firm, prior to conducting such audit, enter into an appropriate non-disclosure agreement with Imprimis regarding such financial information. The accounting firm shall disclose to Company PCCA only whether the royalty reports are correct or incorrect not and the amount of any discrepancy. No other information shall be provided to Companyshared. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy within thirty (30) days of the date Company delivers to Merck 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company PCCA shall treat all such financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreementas Imprimis’ confidential information.

Audits. 5.6.1 Upon the [***] prior written request of Company and not more than once in each Calendar Yearnotice from CytomX, Merck ImmunoGen shall permit an independent certified public accounting firm of nationally internationally recognized standing selected by Company CytomX and reasonably acceptable to MerckImmunoGen to examine, at CompanyCytomX’s sole expense, to have access during normal business hours to such of the relevant books and records of Merck ImmunoGen, its Affiliates and Sublicensees during the period covered by such examination, as may be reasonably necessary to verify the accuracy of the royalty reports hereunder submitted by ImmunoGen in accordance with Section 4.3 hereof and the payment of royalties hereunder. An examination by CytomX under this Section 4.4.2 shall occur not more than once in any Calendar Year and shall be limited to the pertinent books and records for any Calendar Year ending not more than twenty-four (24) months prior to [***] before the date of such the request. The accounting firm shall disclose be provided access to Company only such books and records at the facilities where such books and records are kept and such examination shall be conducted during normal business hours. ImmunoGen may require the accounting firm to sign a reasonable and customary non-disclosure agreement before providing the accounting firm access to ImmunoGen’s facilities or records. Upon completion of the audit, the accounting firm shall provide both CytomX and ImmunoGen a written report disclosing whether the royalty reports submitted by ImmunoGen are correct or incorrect, whether the royalties paid are correct or incorrect and, in each case, the specific details concerning any discrepancies. ImmunoGen and CytomX shall each have the amount of any discrepancy. No other information shall be provided right to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy within thirty (30) days of the date Company delivers to Merck such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the Parties. The fees charged request a further determination by such accounting firm shall be paid by Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of as to matters which such Party disputes within [***] or following receipt of such report. The Party initiating a dispute will provide the other Party and the accounting firm with a reasonably detailed statement of the grounds upon which it disputes any findings in the written report and the accounting firm shall undertake to complete such further determination within [***] after the royalties it owed for dispute notice is provided, which determination shall be limited to the disputed matters and provided to both Parties. The Parties shall use reasonable efforts, through the participation of finance representatives of both Parties, to resolve any Calendar Year reviewed dispute arising in relation to the audit by good faith discussion. The results of any such audit, reflecting the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) months following the end determination of any Calendar Yeardisputed matters, the calculation of royalties payable with respect to such Calendar Year shall be binding and conclusive upon Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Yearon both Parties. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 Upon (a) BMI shall have the written request right, by its duly authorized representatives, during customary business hours, on notice in writing of Company and not more less than once in each Calendar Year, Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by Company and reasonably acceptable to Merck, at Company’s expenseten (10) business days, to have access during normal business hours examine the books and records of account of LICENSEE to such of the records of Merck 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 any such examination of LICENSEE's books and records shall be held completely and entirely confidential and shall not be used by BMI other than in connection with its administration of this license. (b) The period for any Calendar Year ending not more than twentywhich BMI may audit pursuant to Sub-paragraph 8(a) hereof shall be limited to four (244) months prior 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 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 license fees are owed to BMI, LICENSEE shall pay interest on such additional license fees of 1½% per month from the date(s) such fees should have been paid pursuant to this Agreement. LICENSEE shall pay interest on such additional license fees of 1½% per month beginning thirty (30) days after the date of BMI invoices such request. The accounting firm shall disclose additional license fees to Company only whether the royalty reports are correct or incorrect and the amount of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredactedLICENSEE. 5.6.2 (d) If LICENSEE disputes all or part of BMI's claim for such accounting firm correctly identifies additional license fees arising from an underpayment by Merck during such periodaudit, then Merck shall pay to Company the amount of the discrepancy LICENSEE shall, within thirty (30) days from the date BMI invoices additional fees, (i) notify BMI in writing, of the date Company delivers basis for such dispute and (ii) pay to Merck such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by BMI any license fees not in dispute together with the Parties. The applicable interest on additional license fees charged by such accounting firm shall be paid by Company, except not in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firmdispute in accordance with subparagraph (c) above. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from there is a next payment due from Merck good faith dispute between LICENSEE and BMI with respect to Company. 5.6.3 Merck shall include in each sublicense granted by it 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 disputed amount, subparagraph (c) shall govern payment of the interest 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 make reports BMI of the dispute and ending sixty (60) days after BMI responds to Merck, to keep LICENSEE's notice of the dispute. (e) Interest calculated in accordance with this Paragraph and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant concerning additional license fees which LICENSEE disputes in accordance with subparagraph (d) above shall be adjusted pro-rata to the same extent required amount arrived at by LICENSEE and BMI in resolution of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) months following the end of any Calendar Year, the calculation of royalties payable dispute with respect to such Calendar Year shall be binding and conclusive upon Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Yearadditional license fees due. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 (a) Upon the written request of Company either Party and not more than once in each Calendar Yearcalendar year, Merck the other Party shall permit an independent certified public accounting firm of nationally recognized standing selected appointed by Company and reasonably acceptable to Merckthe requesting Party, at Companythe requesting Party’s expense, to have access during normal business hours hours, and upon reasonable prior written notice, to such of the records of Merck the other Party as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year calendar year ending not more than twentythirty-four six (2436) months prior to the date of such request. The accounting firm shall disclose to Company only Targacept and ▇▇. ▇▇▇▇ whether the royalty reports are correct or incorrect incorrect, the basis for its finding and the amount of specific details concerning any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacteddiscrepancies. 5.6.2 (b) If such accounting firm correctly identifies an underpayment by Merck concludes that additional royalties were owed during such period, then Merck the Party shall pay to Company the amount of additional royalties, with interest from the discrepancy date originally due at the prime rate, as published in The Wall Street Journal (Eastern U.S. Edition) on the last business day preceding such date, within thirty (30) days of after the date Company delivers to Merck the Party receives such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by . If the Parties. The fees charged by such accounting firm shall be paid by Company, except in amount of the situation that the accounting firm determines that Merck has underpaid by the underpayment is greater of than [***] or [*****] of the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such periodtotal amount owed, then the Party shall in addition reimburse the requesting Party for all costs related to such overpayment shall be withheld from a next payment due from Merck to Companyaudit. 5.6.3 Merck (c) Each Party shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee Sublicensee to make reports to Mercksuch Party, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Companythe other Party’s independent accountant to the same extent required of Merck under by this Agreement. 5.6.4 Upon the expiration of twenty-four (24d) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company Each Party shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement 7.12 in accordance with the confidentiality and non-use provisions of Article 9 of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties the other Party obligating it 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 its client the information contemplated by Section 7.12(a).

Audits. 5.6.1 Upon the written request of Company CPEC and not more than once in each Calendar Year, Merck ARCA shall permit an independent certified public accounting firm of nationally recognized standing selected by Company CPEC and reasonably acceptable to Merck, at Company’s expense, ARCA to have access during normal business hours hours, upon ten-days notice to ARCA, to such of the records of Merck ARCA as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Royalty Year ending not more than twenty-four (24) months prior to the date of such requestrequest (provided that such accounting firm first agrees to a nondisclosure agreement acceptable to ARCA). The accounting firm shall disclose to Company CPEC only whether the royalty reports are correct or incorrect and the amount of specific details concerning any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacteddiscrepancies. 5.6.2 5.4.1. If such accounting firm correctly identifies an underpayment by Merck concludes that additional royalties were owed during such periodRoyalty Year, then Merck ARCA shall pay to Company the amount of the discrepancy additional royalties within thirty (30) days of the date Company CPEC delivers to Merck ARCA such accounting firm’s written report so correctly concluding. In the event such accounting firm concludes that amounts were overpaid by ARCA during such period, or as otherwise agreed upon by CPEC shall repay ARCA the Partiesamount of such overpayment within thirty (30) days of the date CPEC receives such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by CompanyCPEC; provided, except however, that if an error in favor of CPEC of more than the situation that greater of (i) $100,000 or (ii) five percent (5%) of the royalties due hereunder for the period being reviewed is discovered, then the fees and expenses of the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Companypaid by ARCA. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 5.4.2. Upon the expiration of twenty-four (24) months following the end of any Calendar Year, Royalty Year the calculation of royalties payable with respect to such Calendar Year year shall be binding and conclusive upon CompanyCPEC, and Merck and its Related Parties ARCA shall be released from any liability or accountability with respect to royalties for such Calendar Yearyear. 5.6.5 Company 5.4.3. CPEC shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement 5.5 in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 Upon During the written request of Company Term and not more than once in each Calendar Year, Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by Company and reasonably acceptable to Merck, at Company’s expense, to have access during normal business hours to such of the records of Merck as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than twenty-four (24) months prior to the date of such request. The accounting firm shall disclose to Company only whether the royalty reports are correct or incorrect and the amount of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy within thirty (30) days of the date Company delivers to Merck 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater a period of [***] or ([***]) years thereafter, at the request and expense of Orexigen under this Article 7, Takeda shall permit an independent, certified public accountant of nationally recognized standing appointed by Orexigen, and reasonably acceptable to Takeda, at reasonable times and upon reasonable notice, but in no case more than [***] per Calendar Year thereafter, to examine such records as may be necessary for the royalties it owed sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any royalty payment made under this Agreement for any Calendar Year reviewed by period within the accounting firm*** Certain information on this page has been omitted and filed separately with the Commission. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) months following the end of any Calendar Year, the calculation of royalties payable Confidential treatment has been requested with respect to the omitted portions. preceding [***] ([***]) Calendar Years. Results of any such Calendar Year examination shall be binding made available to both Takeda and conclusive upon CompanyOrexigen. 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 Merck shall disclose no other information revealed in such audit. Any and its Related Parties all records examined by such independent accountant shall be released from deemed Takeda’s Confidential Information which may not be disclosed by said independent, certified public accountant to any liability or accountability with respect Third Party other than a party to royalties 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 Calendar Year. 5.6.5 Company audits, except that in the event that Takeda underpaid royalty payments by more than [***] percent ([***]%)[***] during the period in question as per the audit, Takeda shall treat all financial information subject pay the reasonable costs of the audit. Takeda acknowledges and agrees that ▇▇▇▇▇ shall have the right to review under this Section 5.6 or under any sublicense agreement audit Orexigen’s books in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreementSection 7.7.

Audits. 5.6.1 Upon During the written request Royalty Term, Licensee shall keep records pertaining to the sale or other disposition of Company Licensed Products by Licensee, its Affiliates and Sublicensees in sufficient detail to permit Pulmokine to confirm the accuracy of the royalties and Sales Milestone payments due hereunder. All such records shall be kept at Licensee’s principal place of business for a period of not more less than once in each [***] following the end of the Calendar Year, Merck Year to which they pertain. Pulmokine shall permit have the right to cause an independent certified public accounting firm of nationally recognized standing selected by Company and reasonably acceptable to Merck, at Company’s expense, Licensee to have access audit such records for the purpose of confirming Net Sales and royalties. Such audits may be exercised during normal business hours upon reasonable prior written notice (not to such of the records of Merck as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more less than twenty-four (24) months prior to the date of such request. The accounting firm shall disclose to Company only whether the royalty reports are correct or incorrect and the amount of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy within thirty (30) days of the date Company delivers days) to Merck such accounting firm’s written report so correctly concludingLicensee. Upon request, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall execute a confidentiality agreement with Licensee prior to commencing the audit. Adjustments (including remittances of underpayments or overpayments disclosed by such audit) shall be made by the Parties to reflect the results of such audit, which adjustments shall be paid promptly following receipt of an invoice therefor. Pulmokine shall bear the full cost and expense of such audit unless such audit discloses an underpayment by Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater Licensee of [***] or percent ([***] ]%) or more of the amount of royalties it owed due under this Agreement for any Calendar Year reviewed by the audited period, in which case Licensee shall bear the cost and expense of such audit. If Licensee in good faith disputes the conclusion of the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such periodunder the first paragraph of this Section 3.8 that Licensee owes additional royalties or other payments, or any specific aspect of the conclusion, then Licensee will inform Pulmokine by written notice within sixty (60) days of receiving a copy of the audit containing such overpayment shall be withheld from conclusion, specifying in detail the reasons for Licensee’s disputing such conclusion. The Parties will promptly thereafter meet and negotiate in good faith a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant resolution to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreementdispute. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 Upon the written request of Company Vertex and not more than once in each Calendar Year, Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by Company Vertex and reasonably acceptable to Merck, at Company’s Vertex's expense, to have access during normal business hours to such of the records of Merck as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year year ending not more than twenty-four (24) months [***] prior to the date of such request. The accounting firm shall disclose to Company Vertex only whether the royalty reports are correct or incorrect and the amount of specific details concerning any discrepancydiscrepancies. No other information shall be provided to CompanyVertex. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck a discrepancy made during such period, then Merck the appropriate Party shall pay to Company the other Party the amount of the discrepancy within thirty (30) days [***] of the date Company Vertex delivers to Merck such accounting firm’s '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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firmVertex. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s Vertex's independent accountant to the same extent required of Merck under this Agreement. 5.6.4 . Upon the expiration of twenty-four (24) months [***] following the end of any Calendar Year, the calculation of royalties payable with respect to such Calendar Year year shall be binding and conclusive upon CompanyVertex, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company . Vertex shall treat all financial information subject to review under this Section 5.6 5.19 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 Upon the written request of Company and not more than once in each Calendar YearNEKTAR AL, Merck COMPANY shall permit an independent certified public accounting firm of nationally recognized national standing in the United States, selected by Company NEKTAR AL and reasonably acceptable to MerckCOMPANY, at CompanyNEKTAR AL’s expense, to have access during normal business hours to such of the records of Merck COMPANY as may be reasonably necessary to verify (I) COMPANY’s compliance with the purchase requirements of Section 4.1, and (ii) the accuracy of the royalty reports hereunder any amounts reported, actually paid or payable under this AGREEMENT for any Calendar Year year ending not more than twenty-four (24) months prior to the date of such request. The accounting firm shall disclose to Company only whether the royalty reports are correct or incorrect and the amount of any discrepancy. No other information Any such verifications shall be provided to Companycarried out under conditions of confidentiality. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck establishes that additional royalty amounts were owed to NEKTAR AL during such period, then Merck COMPANY shall pay to Company such additional royalties at the amount rate of twelve percent (12%) per annum, compounded monthly, or the discrepancy maximum rate allowed under LAW, whichever is less, from the date such royalty amounts were payable) within thirty (30) days of the date Company NEKTAR AL delivers to Merck COMPANY 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 CompanyNEKTAR AL; provided however, except in that if the situation audit discloses that the accounting firm determines that Merck has underpaid royalties payable by COMPANY for the greater audited period are more than one hundred five percent (105%) of [***] or [***] the royalties it owed actually paid for any Calendar Year reviewed such period, or if the audit discloses that COMPANY has not complied with Section 4.1, then COMPANY shall pay the reasonable fees and expenses charged by the such accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) months following the end of any Calendar Yearcalendar year, the calculation of royalties payable with respect to such Calendar Year calendar year shall be binding and conclusive upon Company, NEKTAR AL and Merck COMPANY and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar YearSUBLICENSEES. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 Upon 13.1. BMEMD shall be entitled to conduct Audits of the written request Contracting Party, its Beneficiary Companies, the Service Facilitators of Company either, as well as of the Clients of the Contracting Party’s Group. BMEMD or a third party of its choice shall carry out the referred Audits implying the corresponding inspection of all the documents and relevant systems concerning Reports as well as the technical infrastructure, in order to verify whether the Contracting Party’s obligations under this Agreement are fulfilled. Audits shall be conducted not more than once every twelve months. As an exception, BMEMD may perform additional extraordinary Audits within the aforementioned period in each Calendar Yearcase it detects inaccurate information on the Licensed Data Usage, Merck discrepancies in Reporting, delayed and/or incomplete reports. At such effect, BMEMD shall permit an independent certified public accounting firm of nationally recognized standing selected by Company and reasonably acceptable give notice to Merck, at Company’s expense, to have access during normal business hours to such the Contracting Party with not less than thirty (30) calendar days of the records of Merck as start date scheduled, and may be reasonably request in such any basic information necessary to verify prepare the accuracy Audits. However, BMEMD shall be entitled to give ten (10) calendar days’ notice on the start date scheduled where it detects any anomaly. The Contracting Party shall submit to BMEMD a confirmation of receipt of the royalty reports hereunder for any Calendar Year ending not more than twenty-four referred notice within ten (2410) months prior to calendar days on the date of such requestreceipt, and shall include thereto the information requested where appropriate. 13.2. Audits shall cover a period of no more than five (5) years. The accounting firm shall disclose to Company only whether the royalty reports are correct or incorrect Contracting Party, its Beneficiary Companies and the amount Service Facilitators of any discrepancyeither, shall preserve all the documents and relevant systems concerning Reports as well as the technical infrastructure for a minimum period of five (5) years. No other information The aforementioned Audit right of BMEMD remains for a time period of five (5) years after the termination of the Agreement. 13.3. If an Audit reveals that there has been an underpayment of Fees in respect of the period covered by the Audit, then BMEMD shall be provided entitled (i) to Company. The accounting firm apply an extra charge in addition to the amount resulting from the corresponding Audit, which shall be, at the most, of 20% and (ii) to apply the reasonable cost of such Audit (including travel and accommodation costs upon the presentation of a receipt), which shall be given copies of all documents needed to accurately perform paid by the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck Contracting Party. All Audit invoices shall pay to Company the amount of the discrepancy be paid within thirty 30 (30thirty) days of the date Company delivers to Merck such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by of the Parties. The fees charged by such accounting firm shall be paid by Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Companyinvoice. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 Upon the written request of Company and not more than once in each Calendar YearAmbrx, Merck shall Elanco will permit an independent certified public accounting firm of nationally recognized standing accountant selected by Company Ambrx and reasonably acceptable to MerckElanco, at Company’s expensewhich acceptance will not be unreasonably withheld or delayed, to have access during normal business hours to such of the records of Merck 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 calendar year ending not more than twentythirty-four six (2436) months prior to the date of such request. The accounting firm shall disclose to Company only whether Except as described in the royalty reports are correct or incorrect next paragraph, all such audits will be conducted at the expense of Ambrx and not more than once in each calendar year. In the amount event such accountant concludes that additional payments of any discrepancy. No other information shall be provided kind as required by this Agreement were owed to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck Ambrx during such period, then Merck shall pay to Company the amount of the discrepancy additional amounts will be paid within thirty 90 (30ninety) days of the date Company Ambrx delivers to Merck Elanco such accounting firmaccountant’s written report so correctly concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall accountant will be paid by CompanyAmbrx, except in unless the situation audit discloses that the accounting firm determines that Merck has underpaid amounts payable by Elanco for the greater of audited period are more than [***] or of the amounts actually paid for such period and more than [***] ], in which case Elanco will pay the royalties it owed for any Calendar Year reviewed reasonable fees and expenses charged by the accounting firmaccountant. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall Elanco will include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to MerckElanco, 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 Company’s Ambrx’ independent accountant to the same extent required of Merck Elanco under this Agreement. 5.6.4 . Upon the expiration written request of twentyElanco, 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-four six (2436) months following prior to the end date of any Calendar Yearsuch 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 calculation amount of royalties payable with respect the excess expenses will be paid to Elanco within ninety (90) days of the date Elanco delivers to Ambrx such Calendar Year shall accountant’s written report so concluding. The fees charged by such accountant will be binding and conclusive upon Companypaid by Elanco, and Merck and its Related Parties shall be released from any liability or accountability with respect unless the audit discloses that the amounts paid by Elanco to royalties Ambrx for the audited period are more than [***] of the amount of the expenses approved by Elanco for such Calendar Year. 5.6.5 Company shall treat period and more than [***], in which case Ambrx will pay the reasonable fees and expenses charged by such accountant. The Parties agree that all financial information subject to review under this Section 5.6 5.10 or under any sublicense agreement in accordance with the confidentiality is confidential and non-use provisions of this Agreement, and shall that it will cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it accountant to retain all such 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 agreementthe omitted portions.

Audits. 5.6.1 (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 Company TPTX, Zai shall permit, and not more than once in each Calendar Yearshall cause its Affiliates and Sublicensees to permit, Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by Company TPTX and reasonably acceptable to MerckZai, at CompanyTPTX’s expense, to have access during normal business hours to such of the records of Merck Zai or its Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports payments hereunder for any Calendar Year ending not more than twenty-four (24) months prior […***…]. These rights with respect to the date of such request. The accounting firm any Calendar Year shall disclose to Company only whether the royalty reports are correct or incorrect and the amount […***…] end of any discrepancy. No other information such Calendar Year and shall be limited to once each Calendar Year (provided to Companythat the foregoing frequency limit shall not apply if TPTX has cause). The accounting firm TPTX shall be given copies provide Zai with a copy of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 firm’s written report […***…]. If such accounting firm correctly identifies concludes that an underpayment by Merck during such periodwas made, then Merck Zai shall pay to Company the amount of the discrepancy due within thirty (30) […***…] days of the date Company TPTX delivers to Merck Zai 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified concludes that an overpayment by Merck during such periodwas made, then such overpayment shall be withheld from a next credited against any future payment due from Merck to CompanyTPTX 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 […***…] of the amount otherwise paid for that audited period, in which case Zai shall pay the reasonable fees and expenses charged by the accounting firm. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24c) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company TPTX shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement 9.6 in accordance with the confidentiality and non-use provisions of this AgreementARTICLE 10, and and, prior to commencing such audit, shall cause its accounting firm to enter into an acceptable a confidentiality agreement with Merck and/or its Related Parties Zai obligating 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. TPTX shall provide Zai with a summary of the results received from the audit and, if Zai so requests, a copy of the audit report. TPTX shall pay the full costs charged by the accounting firm, unless the audit discloses that the additional payments payable to TPTX for the audited period is more than […***…] from the amounts otherwise paid for that audited period, in which case Zai shall pay the reasonable fees and expenses charged by the accounting firm.

Audits. 5.6.1 (a) Upon the written request of Company AVEO and not more than once in each Calendar Year, Merck MERCK shall permit an independent certified public accounting firm of nationally recognized standing selected by Company AVEO and reasonably acceptable to MerckMERCK, at CompanyAVEO’s expense, to have access during normal business hours to such of the records of Merck MERCK as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year year ending not more than twenty-four (24) months prior to the date of such request. The accounting firm shall disclose to Company AVEO only whether the royalty reports are correct or incorrect and the amount of specific details concerning any discrepancydiscrepancies. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredactedAVEO. 5.6.2 (b) If such accounting firm correctly identifies an underpayment by Merck a discrepancy made during such period, then Merck the appropriate Party shall pay to Company the other Party the amount of the discrepancy within thirty (30) days of the date Company AVEO delivers to Merck MERCK 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 Company, except in AVEO unless the situation that the accounting firm determines that Merck has underpaid by underpayment exceeded the greater of [***] or thousand dollars ($[***] ]) and five percent (5%) of the royalties it royalty owed by MERCK to AVEO for any such Calendar Year reviewed Year, in which case, MERCK shall pay to AVEO the fees charged by the such accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck (c) MERCK shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to MerckMERCK, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by CompanyAVEO’s independent accountant to the same extent required of Merck MERCK under this Agreement. 5.6.4 . Upon the expiration of twenty-four (24) months following the end of any Calendar Yearyear, the calculation of royalties payable with respect to such Calendar Year year shall be binding and conclusive upon CompanyAVEO, and Merck MERCK and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Yearyear. 5.6.5 Company (d) AVEO shall treat all financial information subject to review under this Section 5.6 5.5 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck MERCK and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 Upon (a) From the First Commercial Sale (of the first Licensed Product to have a First Commercial Sale) until one Calendar Year after the conclusion of the final Royalty Term, upon the written request of Company Ligand, and not more than once in each Calendar Year, Merck Seelos shall permit permit, and shall cause each Sublicensee to permit, an independent certified public accounting firm of nationally recognized standing selected by Company Ligand (who has not been engaged by Ligand or any of its Affiliates to provide services in any other capacity at any time during the three-year period before such selection), and reasonably acceptable to Merck, at Company’s expenseSeelos, to have access to and to review, during normal business hours to such of upon reasonable prior written notice, the applicable records of Merck as may be reasonably necessary Seelos and its Sublicensees to verify the accuracy of the royalty and 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 twenty-four (24) months prior to three years before the date of such request. The accounting firm shall disclose , and (ii) only those periods that have not been subject to Company only whether the royalty reports are correct or incorrect and the amount of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacteda prior audit. 5.6.2 (b) If such accounting firm correctly identifies an underpayment by Merck reasonably concludes that additional royalties and/or royalties/payment in the nature of royalties were owed during such period, then Merck Seelos shall pay to Company the amount additional royalties and/or royalties/payment in the nature of the discrepancy royalties within thirty (30) 30 days of after the date Company such public accounting firm delivers to Merck Seelos 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firmreport. If such accounting firm correctly identified concludes that an overpayment by Merck during such periodwas made, then such overpayment shall be withheld from fully creditable against amounts payable in subsequent payment periods or at Seelos’ request, shall be reimbursed to Seelos within 30 days after the date such accounting firm delivers such report to Seelos. If Seelos disagrees with such calculation, Seelos may initiate a next court action to seek to recover the additional payment due from Merck or to Companyincrease the amount of credit or reimbursement. Ligand shall pay for the cost of any audit by Ligand, unless Seelos has underpaid Ligand by [* * *]% or more for a specific royalty period, in which case Seelos shall pay for the reasonable costs of audit. If Seelos has so paid for the reasonable costs of the audit but a court of competent jurisdiction thereafter determines that Seelos had not underpaid Ligand by [* * *]% or more for such specific royalty period, Ligand shall forthwith refund such costs to Seelos. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24c) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company Each Party shall treat all financial information subject to review that it receives under this Section 5.6 or under any sublicense agreement 5.7 in accordance with the confidentiality and non-use provisions of Article VIII of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties the audited Party obligating it such firm to retain all such financial information in confidence pursuant to such confidentiality agreement, except to the extent necessary for a Party to enforce its rights under the Agreement.

Audits. 5.6.1 7.7.1 Upon the written request of Company and not more than once in each Calendar Year[***], Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by Company and reasonably acceptable to Merck, at Company’s expense, to have access during normal business hours to such of the records of Merck as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than twenty-four (24) months [***] prior to the date of such request. The accounting firm shall disclose to Company only whether the royalty reports are correct or incorrect and the specific details and amount of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies Company without the prior consent of all documents needed to accurately perform the accountingMerck unless disclosure is required by applicable laws, with all provisions and terms necessary to accurately perform the accounting being unredactedrules or regulations or by judicial or administrative process. 5.6.2 7.7.2 If such accounting firm correctly identifies an underpayment by Merck a discrepancy made during such period, then Merck the appropriate Party shall pay to Company the other Party the amount of the discrepancy within thirty (30) [***] days of the date Company delivers to Merck 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 Company, except in unless the situation that the accounting firm determines that inspection discloses an underpayment by Merck has underpaid by of the greater of $[***] or [***] of the royalties it owed amount due for any Calendar Year reviewed period covered by the accounting firminspection, whereupon all costs relating to the inspection for such period shall be paid promptly by Merck. If such accounting firm correctly identified identifies an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 7.7.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 7.7.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 7.7.5 Company shall treat all financial information subject to review under this Section 5.6 7.7 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 (a) Upon the written request of Company ARRIS and not more than once in each Calendar Year, Merck MERCK shall permit an independent certified public accounting firm of nationally recognized standing selected by Company ARRIS and reasonably acceptable to MerckMERCK, at CompanyARRIS’s expense, to have access during normal business hours to such of the records of Merck MERCK as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than twenty-four (24) months [***] prior to the date of such request. The accounting firm shall disclose to Company ARRIS only whether the royalty reports are correct or incorrect and the amount of specific details concerning any discrepancydiscrepancies. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredactedARRIS. 5.6.2 (b) If such accounting firm correctly identifies an underpayment by Merck concludes that additional royalties were owed during such period, then Merck MERCK shall pay to Company the amount of the discrepancy within thirty (30) days [***] of the date Company ARRIS delivers to Merck MERCK 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck (c) MERCK shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to MerckMERCK, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by CompanyARRIS’s independent accountant to the same extent required of Merck MERCK under this Agreement. 5.6.4 . Upon the expiration of twenty-four (24) 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 CompanyARRIS, and Merck MERCK and its Related Parties sublicensees shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company (d) ARRIS shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of Article IV of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties MERCK obligating it such firm to retain all such financial information in confidence pursuant to such confidentiality agreement. [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Audits. 5.6.1 4.6.1 Upon the written request of Company AEGIS and not more than once in each Calendar Year, Merck OPIANT shall permit an independent certified public accounting firm of nationally recognized standing standing, selected by Company AEGIS and reasonably acceptable to MerckOPIANT, at Company’s AEGIS’ expense, to have access during normal business hours to such of the records of Merck OPIANT as may be reasonably necessary to verify the accuracy of the royalty reports hereunder under Section 4.5 for any Calendar Year year ending not more than twentythirty-four six (2436) months prior to the date of such request. The accounting firm shall be required to sign a confidentiality agreement for the benefit of, and in a form reasonably acceptable to, OPIANT, and shall disclose to Company AEGIS and OPIANT only whether the royalty reports are correct or incorrect not and the amount of specific details concerning any discrepancydiscrepancies. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredactedshared. 5.6.2 4.6.2 If such accounting firm correctly identifies an underpayment by Merck concludes that additional royalties were owed during such the audited period, then Merck OPIANT shall pay to Company the amount of the discrepancy such additional royalties within thirty (30) days of after the date Company AEGIS delivers to Merck OPIANT such accounting firm’s written report so correctly concluding. If such accounting firm concludes that OPIANT has overpaid royalties during the audited period, or as otherwise agreed upon by OPIANT shall have the Partiesright to credit the amount of the overpayment against each subsequent quarterly payment due to AEGIS until the overpayment has been fully applied to pay such additional royalties. If the overpayment is not fully applied prior to the final quarterly payment of royalties due hereunder, AEGIS shall promptly refund to OPIANT an amount equal to any remaining overpayment. The fees charged by such accounting firm shall be paid by Company▇▇▇▇▇ provided, except in however, if the situation audit discloses that the accounting firm determines that Merck has underpaid royalties payable by the greater OPIANT for such period are more than one hundred ten percent (110%) of [***] or [***] the royalties it owed actually paid for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then OPIANT shall pay the reasonable fees and expenses charged by such overpayment shall be withheld from a next payment due from Merck to Companyaccounting firm. 5.6.3 Merck 4.6.3 OPIANT shall include in each permitted sublicense granted by it pursuant to this the License Agreement a provision requiring the sublicensee to make reports to MerckOPIANT, and to keep and maintain records of sales made pursuant to such sublicense sublicense, and to permit audits by OPIANT of such records. OPIANT shall grant access to such records reports by Company’s AEGIS’ independent accountant to the same extent required of Merck under this Agreementas set forth in Section 4.6.1. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company 4.6.4 AEGIS shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance 4.6 as Confidential Information of OPIANT consistent with the confidentiality and non-use provisions of this AgreementSection 7, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such financial information in confidence pursuant to such confidentiality agreementconfidence.

Audits. 5.6.1 (a) Upon the written request of Company Chimerix and not more than once in each Calendar Year, Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by Company Chimerix and reasonably acceptable to Merck, at CompanyChimerix’s expense, to have access during normal business hours to such of the books and records of account of Merck as may be reasonably necessary to verify the accuracy and completeness of the royalty reports and payments hereunder for any Calendar Year ending not more than twenty-four (24) months [...***...] prior to the date of such request. The accounting firm shall disclose to Company Chimerix only whether the royalty reports are correct or incorrect incorrect, and the amount of and description of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredactedChimerix. 5.6.2 (b) If such accounting firm correctly identifies an underpayment by Merck a discrepancy made during such period, then Merck the appropriate Party shall pay to Company the other Party the amount of the discrepancy within thirty (30) days of the date Company Chimerix delivers to Merck 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 CompanyChimerix; provided, except in the situation however, that the accounting firm determines if such audit uncovers an underpayment of royalties by Merck that Merck has underpaid by exceeds the greater of [...***...] or [...***...] of the total royalties it owed for any Calendar Year reviewed by the accounting firm. If period in question, the fees of such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Companypaid by Merck. 5.6.3 (c) Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, Merck and to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 (d) Upon the expiration of twenty-four (24) 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 CompanyChimerix, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company (e) Chimerix shall treat all financial information subject to review under this Section 5.6 5.5 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 Upon Kadmon shall have the written request of Company right, at its own expense and not no more than once in each Calendar Yearper year (except for cause), Merck shall permit to have an independent independent, certified public accounting firm of nationally recognized standing accountant, selected by Company Kadmon and reasonably acceptable to MerckJinghua, at Company’s expense, to have access review all records maintained in accordance with Section 7.10 upon reasonable notice and during normal regular business hours to such and under obligations of strict confidence, for the records sole purpose of Merck as verifying the basis and accuracy of payments required and made under this Agreement within the prior *** 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 twenty-four (24) 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 Company only whether the royalty reports are correct or incorrect and the amount of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accountingKadmon’s detriment, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck Jinghua shall pay to Company the amount of the discrepancy in Kadmon’s favor plus interest accrued, compounded semi-annually from the day the relevant payment(s) were due, within thirty (30) *** days after being notified thereof. Kadmon shall pay the full cost of the date Company delivers inspection unless the discrepancy is greater than ***, in which case Jinghua shall pay to Merck such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by Kadmon the Parties. The fees actual cost charged by such accounting firm shall be paid by Companyaccountant 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, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION Jinghua’s favor, then Jinghua may credit the amount of such overpayment shall be withheld from a next payment due from Merck discrepancy against subsequent amounts owed to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to MerckKadmon, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck 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. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 Upon During the written Agreement Term and for a period of [***] thereafter, at the request and expense of Company and not more than once in each Calendar Year▇▇▇▇, Merck shall AstraZeneca will permit an independent certified public accounting firm accountant of nationally recognized standing selected appointed by Company ▇▇▇▇ and reasonably acceptable to MerckAstraZeneca, at Company’s expensereasonable times and upon reasonable notice, but in no case more than [***] per Calendar Year, to have access during normal business hours to examine such of the records of Merck as may be necessary for the purpose of verifying the accrual of any milestone payments, the calculation and reporting of Net Sales, the correctness of any milestone or royalty payment made under this Agreement, and any calculation contemplated by Section 6.7.2(e) for any period within the preceding [***]. As a condition to examining any records of AstraZeneca, such auditor will sign a nondisclosure agreement reasonably necessary acceptable to verify the accuracy AstraZeneca in form and substance. Any and all records of AstraZeneca examined by such independent certified public accountant will be deemed AstraZeneca’s Confidential Information. Upon completion of the royalty reports hereunder for any Calendar Year ending not more than twenty-four (24) months prior to audit, the date of such request. The accounting firm shall disclose to Company only will provide both AstraZeneca and ▇▇▇▇ with a written report disclosing whether the milestone or royalty reports payments and any calculation contemplated by Section 6.7.2(e) made by AstraZeneca are correct or incorrect and the amount specific details concerning any discrepancies (“Audit Report”). If, as a result of any discrepancy. No inspection of the books and records of AstraZeneca, it is shown that AstraZeneca’s payments under this Agreement were more or less than the milestone or royalty amount which should have been paid, then the relevant Party will make all payments required to be made by paying the other information shall be provided Party the difference between such amounts to Company. The accounting firm shall be given copies eliminate any discrepancy revealed by said inspection within 45 days of all documents needed to accurately perform receiving the accountingAudit Report, with all provisions and terms necessary interest calculated in accordance with Section 6.13; provided, however, that any such payment by ▇▇▇▇ to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy within thirty (30) days of the date Company delivers to Merck 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 AstraZeneca will be paid by Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or ]. Isis will pay for such audit, except that if AstraZeneca is found to have underpaid Isis by more than [***] ]% of the royalties it owed amount that should have been paid for any Calendar Year reviewed the audited period, AstraZeneca will reimburse Isis the reasonable fees and expenses charged by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Companyfor the audit. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 Upon the sixty (60) days prior written request of Company by Palomar or MGH, Cynosure and not more than once in each Calendar Year, Merck Cynosure Affiliates shall permit an a certified, independent certified public accounting firm of nationally recognized standing accountant selected by Company and reasonably acceptable to Merck, at Company’s expense, Palomar or MGH to have access during normal business hours hours, at Cynosure and such Cynosure Affiliate’s premises, to such of the records of Merck Cynosure and Cynosure Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports and payments hereunder for any Calendar Year ending Sales of Licensed Products by Cynosure and Cynosure Affiliates on or after October 1, 2006. Palomar may make such a request not more than twenty-four (24) months prior to the date of such request. The accounting firm shall disclose to Company only whether the royalty reports are correct or incorrect and the amount once in respect of any discrepancycalendar year and such request may not apply to any periods outside of the period of time that the appropriate records are required to be kept hereunder in accordance with Section 4.9. No other information In the event that such accountant concludes that additional royalties are owed for the audited period, the additional royalty shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy paid within thirty (30) days of the date Company Palomar delivers to Merck Cynosure such accounting firmaccountant’s written report so correctly concluding, or as otherwise agreed upon together with interest calculated in the manner provided by the PartiesSection 4.11. The fees charged by such accounting firm accountant shall be paid by Company, except in Palomar or MGH unless the situation audit discloses that the accounting firm determines that Merck has underpaid royalties payable by Cynosure for the greater of [***] or [***] audited period are at least fifty thousand dollars (U.S. $50,000) more than the royalties it owed actually paid for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then in which case Cynosure shall pay the reasonable fees and expenses charged by such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep accountant. Palomar agrees that such accountant’s report and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement4.10 is confidential, and that it shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it such accountant to retain all such 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 agreementand treat it in a manner at least as restrictive as the manner in which Palomar treats its own confidential information of similar nature and in any event not less than with a reasonable degree of care.

Audits. 5.6.1 (i) Upon the written request of Company SHINYAKU and not more than once in each Calendar Yearcalendar year, Merck OPTIMER shall permit an independent certified public accounting firm of nationally internationally recognized standing standing, selected by Company SHINYAKU and reasonably acceptable to MerckOPTIMER, at Company’s SHINYAKU's expense, to have access during normal business hours to such of the records of Merck OPTIMER and its SUBLICENSEES as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year year ending not more than twenty-four (24) months prior to the date of such request. The accounting firm shall disclose to Company SHINYAKU only whether the royalty reports records are correct or incorrect and not and, if applicable, the amount of specific details concerning any discrepancy. No other information shall be provided to Companydiscrepancies. The accounting firm shall be given copies provide a copy of all documents needed its report to accurately perform the accounting, with all provisions and terms necessary to accurately perform OPTIMER. (ii) If the accounting being unredacted. 5.6.2 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 identifies an underpayment by Merck concludes that additional payment for the COMPOUND was owed to SHINYAKU during such period, then Merck OPTIMER shall pay to Company the amount of the discrepancy additional payment within thirty (30) days of the date Company SHINYAKU delivers to Merck OPTIMER such accounting firm’s '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 CompanySHINYAKU; provided, except in however, if the situation audit discloses that the accounting firm determines that Merck has underpaid amount payable by OPTIMER for the greater audited period is more than one hundred five percent (105%) of [***] or [***] the royalties it owed amount actually paid for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then OPTIMER shall pay the reasonable fees and expenses charged by such overpayment shall be withheld from a next payment due from Merck to Companyaccounting firm. 5.6.3 Merck (iii) OPTIMER shall include in each permitted sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee SUBLICENSEE to make reports to MerckOPTIMER, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant SHINYAKU's accounting firm to the same extent required of Merck OPTIMER under this Agreement. 5.6.4 . Upon the expiration of twenty-four (24) months following the end of any Calendar Yearyear, the calculation of royalties the payment for the COMPOUND payable with respect to such Calendar Year year shall be binding and conclusive upon CompanySHINYAKU, OPTIMER and its SUBLICENSEES, and Merck OPTIMER and its Related Parties SUBLICENSEES shall be released from any liability or accountability with respect to royalties the payment for the COMPOUND for such Calendar Year. 5.6.5 Company shall treat all financial information subject year, except with respect to review under this Section 5.6 price reductions or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreementrebates retroactively imposed by government authorities, including, but not restricted to, Medicare, Medicaid, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information other government-run or controlled entities who may be involved in confidence pursuant to such confidentiality agreementtransactions involving the PRODUCT.

Audits. 5.6.1 9.2.1 Upon the written request of Company each Party (the “Auditing Party”) and with at least [***] days prior written notice, but not more than once [***] in each any Calendar Year, Merck the other Party (the “Audited Party”) shall permit an independent certified public accounting firm of nationally internationally recognized standing standing, selected by Company Mersana and reasonably acceptable to Merckthe Audited Party, at Companythe Auditing Party’s expensesole cost and expense (except as set forth in this Section 9.2), to have access during normal business hours to such of the records of Merck the Audited Party as may required to be reasonably necessary maintained under this Agreement to verify the accuracy of the royalty reports hereunder Royalty Reports, Development Cost Reconciliation Reports and other reimbursements based on out-of-pocket costs due hereunder. Such accountants may audit Royalty Reports, Development Cost Reconciliation Reports and other such records made for any Calendar Year ending not more than twenty-four (24) [***] months prior to the date of such request. The accounting firm shall disclose to Company the Auditing Party only whether the royalty reports are Royalty Reports, Development Cost Reconciliation Reports, and other reimbursements were correct or incorrect not, and the amount of specific details concerning any discrepancydiscrepancies and such information shall be shared at the same time with the Audited Party. No other information obtained by such accountants shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform shared with the accounting, with all provisions and terms necessary to accurately perform the accounting being unredactedAuditing Party. 5.6.2 9.2.2 If such accounting firm correctly identifies an underpayment by Merck during such periodconcludes that royalties were over-reported or underreported, then Merck one Party shall pay make an adjusting payment in order to Company rectify the error so that the net amount paid by Licensee equals the total royalties owed. If such accounting firm concludes that either Party misreported any costs and expenses that were shared by the Parties hereunder, then one Party shall make a payment to the other Party in order to rectify the error and effect the intended sharing of such costs and expenses hereunder. Any of the discrepancy foregoing amounts due shall be paid within thirty (30) [***] days of following the date Company the Auditing Party delivers to Merck the Audited Party such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by . Interest per Section 8.11 shall be charged in the Partiesevent that the paying Party was the cause of the error. The fees charged by such accounting firm shall be paid by Companythe Auditing Party; provided, except that if the Audited Party under-reported Net Sales or a royalty amount or overstated its shared costs and expenses, in each case for the situation that the accounting firm determines that Merck has underpaid audited period, by the greater of more than [***] or percent [***] in the royalties it owed for any Calendar Year reviewed aggregate, then the Audited Party shall pay the reasonable fees and expenses charged by the such accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 Upon the written request of Company and not more than once in each Calendar YearDRL may have a nationally recognized, Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by Company accountant access and reasonably acceptable to Merck, at Company’s expense, to have access examine during normal business hours to such of the hours, and upon at least thirty (30) days’ prior written notice, those records of Merck Journey (and its Affiliates and Sublicensees, as applicable) retained pursuant to Section 7.12 as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for determine, with respect to any Calendar Year ending not more than twentythree (3) years before such request, the correctness or completeness of any report or payment made under this Agreement. If the audit report concludes that (a) additional amounts were owed by Journey, then Journey shall pay the additional amounts, or (b) excess payments were made by Journey, then DRL shall promptly issue a written credit for such excess payments which shall be applied to future payments, in either case ((a) or (b)), within forty-four five (2445) months prior days after the date on which such audit report is delivered to both Parties. DRL shall bear the full cost of the performance of any such audit, unless such audit, which covers the entire Calendar Year, discloses a variance to the date detriment of such request. The accounting firm shall disclose to Company only whether the royalty reports are correct or incorrect and the amount of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy within thirty (30) days of the date Company delivers to Merck 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 Company, except in the situation DRL that the accounting firm determines that Merck has underpaid by is the greater of (i) [***] ([***]%) of the amounts determined by the independent certified public accountant owed to DRL by Journey during such Calendar Year, or (ii) [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period($[***]), then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted of which cases ((i) and (ii)), Journey shall bear the full cost of the performance of such audit. The results of such audit will be binding on the Parties, absent manifest error. No such audit shall cover a Calendar Year(s) that has/have been previously audited. No audit will begin until Journey and the certified public accountant have entered into a suitable non-disclosure agreement and all information disclosed by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records Journey in such an audit will remain Confidential Information of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck Journey under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) months following the end of any Calendar Year, provided, however, the calculation results of royalties payable with respect to such Calendar Year audit shall be binding deemed the Confidential Information of both Parties and conclusive upon Company, and Merck and its Related provided to both Parties shall be released from any liability or accountability with respect to royalties for by such Calendar Yearauditor. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 Upon the written request Such Seller will, subject to compliance with applicable law: (i) at any time and from time to time upon not less than ten (10) Business Days' notice (unless an Unmatured Default or Event of Company Default has occurred and is continuing, in which case, not more than once one (1) Business Day's notice shall be required) during regular business hours, permit the Buyer, the Agents or any of their agents or representatives: (A) to examine and make copies of and abstracts from all Records, Contracts and Invoices in each Calendar Yearthe possession or under the control of such Seller, Merck shall and (B) to visit the offices and properties of such Seller for the purpose of examining such Records, Contracts and Invoices and to discuss matters relating to Receivables or such Seller's performance hereunder with any of the officers or employees of such Seller having knowledge of such matters; and (ii) without limiting the provisions of clause (i) above, from time to time, at the expense of such Seller, permit an independent certified public accounting firm of nationally recognized standing selected by Company and reasonably accountants or auditors acceptable to Merck, at Company’s expense, the Agents to have access during normal business hours to such of the records of Merck as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than twenty-four (24) months prior to the date conduct a review of such request. The accounting firm Seller's Contracts, Invoices and Records (each, a "Review"); provided, however, that, so long as no Event of Default has occurred and is continuing, such Seller shall disclose to Company only whether be responsible for the royalty reports are correct or incorrect costs and the amount expenses of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If one (1) such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy within thirty (30) days of the date Company delivers to Merck 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review Review under this Section 5.6 in any one calendar year unless (1) the first such Review in such calendar year resulted in negative findings (in which case such Seller shall be responsible for the costs and expenses of two (2) such Reviews in such calendar year), or (2) the Buyer delivers an Extension Request under the Credit and Security Agreement and the applicable Response Date is more than 3 calendar months after the first Review in such calendar year. Notwithstanding the foregoing, if (1) such Seller requests the approval of a new Eligible Originator who is a Material Proposed Addition or (2) any sublicense agreement Material Acquisition is consummated by such Seller, such Seller shall be responsible for the costs and expenses of one additional Review per proposed Material Proposed Addition or per Material Acquisition in accordance with the confidentiality and non-use provisions calendar year in which such Material Proposed Addition is expected to occur or such Material Acquisition is expected to be consummated if such additional Review is requested by the Buyer or any of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreementthe Agents.

Audits. 5.6.1 (a) Upon notice from Customer, Vendor shall provide, and shall cause its subcontractors to provide, such auditors and inspectors as Customer or any regulatory authority may reasonably designate in such notice with reasonable [*] Confidential portions omitted and filed separately with the written request of Company Securities and not more than once in each Calendar Year, Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by Company and reasonably acceptable to Merck, at Company’s expense, to have Exchange Commission. access (i) during normal business days and hours (except as may be necessary to perform security audits) to the premises of Vendor and its subcontractors and (ii) at any time at the Service Locations for the purpose of performing audits or inspections of the business of Customer (including Vendor's delivery of any Services being provided in support of such business being audited). (b) As part of the Services, Vendor shall provide, and shall cause its subcontractors to provide, such auditors and inspectors any assistance that they may reasonably require; provided, however, that to the extent such assistance exceeds [*] full days over the course of any consecutive [*] period, Vendor shall charge Customer, and Customer shall pay Vendor, fees for such assistance at Vendor's then-current time and materials rates. (c) If any audit by a regulatory authority having jurisdiction over Customer or Vendor results in Customer or Vendor being notified that Vendor or its subcontractors are not in compliance with any requirement relating to the Services, Vendor shall, at its own expense and within the period of time specified by such regulatory authority, comply with such regulatory requirements. (d) If any audit by an auditor designated by Customer results in Customer or Vendor being notified that Vendor or its subcontractors are not in compliance with any generally accepted accounting principle or other reasonable audit requirement relating to the Services, Vendor shall, within reason, at its own expense and within a reasonable period of time, use its best efforts to comply with such requirement. (e) Upon notice from Customer, Vendor shall provide, and shall cause its subcontractors to provide, Customer with access to such of the records of Merck and documentation as may be reasonably necessary for Customer to verify determine the accuracy of the royalty reports hereunder for any Calendar Year ending not more than twenty-four (24) months prior Vendor's charges to the date Customer. If, as a result of such request. The accounting firm audit, it is determined that Vendor has overcharged Customer or Customer has underpaid Vendor, Customer shall disclose to Company only whether the royalty reports are correct or incorrect and notify Vendor of the amount of any discrepancysuch overcharge or underpayment. No other information In the case of an overcharge, Vendor shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall promptly pay to Company Customer the amount of the discrepancy within thirty (30) days overcharge, or in the case of an underpayment, Customer shall promptly pay to Vendor the amount of the date Company delivers underpayment. (f) In the event any such audit by Customer or its agents reveals an overcharge to Merck such accounting firm’s written report so correctly concluding, or as otherwise agreed upon Customer by the Parties. The fees charged by such accounting firm shall be paid by Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater Vendor of [**] more in any fee category, Vendor shall reimburse Customer for the reasonable cost of such audit. [*] or [***] Confidential portions omitted and filed separately with the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to CompanySecurities and Exchange Commission. 5.6.3 Merck shall include in each sublicense granted by it pursuant to (g) Vendor shall, during the Term of this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-until four (244) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions years after termination of this Agreement, make available, upon appropriate written request by a state or federal governmental entity or its representatives, a copy of this Agreement and shall cause its accounting firm such books, documents, records and data of Vendor as are necessary to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it verify the nature and extent of the costs to retain all Customer for Services under this Agreement and the accuracy of invoices for such information in confidence pursuant to such confidentiality agreementservices.

Audits. 5.6.1 Confidential Treatment Requested 13 (a) Upon the written request of Company ISIS and not more than once in each Calendar Year, Merck MERCK shall permit an independent certified public accounting firm of nationally recognized standing selected by Company ISIS and reasonably acceptable to MerckMERCK, at Company’s ISIS's expense, to have access during normal business hours to such of the records of Merck MERCK as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year year ending not more than twenty-four (24) months prior to the date of such request. Such records shall consist of the Net Sales figure for each Product, and the Coefficient for each Product, as reported on a quarterly basis within MERCK's internal worldwide accounting system. The accounting firm shall disclose to Company ISIS only whether the royalty reports are correct or incorrect and the amount of specific details concerning any discrepancydiscrepancies. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredactedISIS. 5.6.2 (b) If such accounting firm correctly identifies an underpayment by Merck concludes that additional royalties were owed during such period, then Merck MERCK shall pay to Company the amount of the discrepancy additional royalties within thirty (30) days of the date Company ISIS delivers to Merck MERCK such accounting firm’s '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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company.ISIS [ * ] 5.6.3 Merck (c) MERCK shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to MerckMERCK, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s ISIS's independent accountant to the same extent required of Merck MERCK under this Agreement. 5.6.4 (d) Upon the expiration of twenty-four (24) [ * ] months following the end of any Calendar Yearyear, the calculation of royalties payable with respect to such Calendar Year year shall be binding and conclusive upon CompanyISIS, and Merck MERCK and its Related Parties sublicensees shall be released from any liability or accountability with respect to royalties for such Calendar Yearyear. 5.6.5 Company (e) ISIS shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement as MERCK Information in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or MERCK and its Related Parties sublicensees obligating it such accounting firms to retain all such financial information in confidence pursuant to such confidentiality agreementand non-use provisions.

Audits. 5.6.1 Upon Novartis shall have audit rights as described in this Clause 8.5 for the written purpose of determining or reconciling computations made in respect of Net Sales. (a) Novartis may, upon request and at its expense (except as provided herein), cause an internationally-recognized independent accounting firm selected by it, other than one to whom the Purchaser has a reasonable objection (the “Audit Team”), to audit during ordinary business hours the books and records of Company the Purchaser to the extent they relate to any Milestone Payment and/or Net Sales Report and not the correctness of any Milestone Payment made or required to be made by the Purchaser, and any Net Sales Report underlying such payment (or lack thereof), pursuant to the terms of this Asset Purchase Agreement. Prior to commencing its work pursuant to this Asset Purchase Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Purchaser. The Purchaser may be audited no more than once in respect of each Calendar Yearof 2011 and 2012. (b) In order to initiate an audit, Merck Novartis must provide written notice to the Purchaser on or before December 31, 2013. Novartis shall permit provide the Purchaser with notice of one or more proposed dates of the audit not less than forty-five (45) calendar days prior to the first proposed date. The Purchaser will reasonably accommodate the scheduling of such audit. The Purchaser shall provide the Audit Team with full and complete access to the applicable books and records to the extent they relate to any Milestone Payment and/or Net Sales Report and shall reasonably cooperate with such audit. (c) The audit report and basis for any determination of Net Sales and/or any Milestone Payment by an independent certified public accounting firm of nationally recognized standing selected Audit Team shall be made available for review and comment by Company the Purchaser and reasonably acceptable to Merckthe Purchaser shall have the right, at Company’s its expense, to have access during normal business hours request a further determination by such Audit Team as to matters which the Purchaser disputes. If the Parties disagree as to such further determination, Novartis and the Purchaser shall mutually select an internationally-recognized independent accounting firm that shall make a final determination as to the remaining matters in dispute that shall be binding upon the Parties. Neither the Audit Team nor the accountants selected pursuant to the immediately preceding sentence shall disclose to Novartis any information relating to the business of the records of Merck as may Purchaser except that which should properly have been contained in any Net Sales Report required hereunder or otherwise required to be reasonably disclosed to Novartis to the extent necessary to verify the accuracy Milestone Payments required to be made pursuant to the terms of this Asset Purchase Agreement. (d) Subject to the dispute resolution process referred to in clause (c) above, if the audit shows any under-reporting or underpayment, the Purchaser shall remit such underpayment (together with interest at the rate of LIBOR (calculated as of the royalty reports hereunder for any Calendar Year ending not more than twenty-four date such payment was originally due and as of the first day of each calendar quarter thereafter until such payment is paid) plus one percent (241%) months prior per annum) to Novartis within fifteen (15) calendar days of receiving such audit report. Subject to the date dispute resolution process referred to in clause (c) above, if the audit shows any over-reporting or overpayment, Novartis shall remit such over-payment to the Purchaser within fifteen (15) calendar days of receiving such requestaudit report. The accounting firm Further, if the audit shows an under-reporting by the Purchaser for that period in excess of five percent (5%) of the amounts properly determined, the Purchaser shall disclose to Company only whether the royalty reports are correct or incorrect reimburse Novartis for its audit fees and the amount of any discrepancy. No other information reasonable out-of-pocket expenses in connection with said audit, which reimbursement shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy made within thirty (30) calendar days of the date Company delivers to Merck 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep receiving appropriate invoices and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties other support for such Calendar Yearaudit-related costs. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 Upon the written request of Company and not more than once in each Calendar YearHanmi, Merck Kinex shall permit an independent certified public accounting firm of nationally recognized standing standing, selected by Company Hanmi and acceptable by Kinex (provided that such accounting firm shall not be retained or compensated on a contingency basis and shall have entered into a confidentiality agreement with Hanmi in the form and substance reasonably acceptable satisfactory to Merck, at Company’s expenseKinex), to have access not more than once in any Calendar Year, during normal business hours hours, to such of the records of Merck Kinex as may be reasonably necessary to verify the accuracy of the royalty reports hereunder under Section 4.3 hereof for any Calendar Year year ending not more than twenty-twenty four (24) months prior to the date of such request. The accounting firm shall disclose to Company only Hanmi whether the royalty reports are correct or incorrect incorrect, the specific details concerning any discrepancies (including the accuracy of the calculation of Net Profits and the amount resulting effect of any discrepancy. No such calculations on the amounts payable by Kinex under this Agreement) and such other information shall that should properly be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform contained in a report required under this Agreement (the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted“Audit Report”). 5.6.2 (a) If such accounting firm correctly identifies an underpayment by Merck concludes that additional amounts were owed during such periodyear, and Kinex agrees with such conclusion, then Merck Kinex shall pay to Company the additional payments, together with interest at the Prime Rate on the amount of the discrepancy such additional payments, within thirty (30) days of the date Company Hanmi delivers the Audit Report to Kinex. In the event that Kinex disagrees with the accounting firm’s conclusion, Kinex shall not have the obligation to make any additional payments to Hanmi until there is a mutual agreement of the Parties regarding the amount owed by Kinex. For the avoidance of doubt, Kinex is not obligated to pay any interest for the period during which the Parties were in dispute of the accounting firm’s conclusion and amount owed thereunder. In the event such accounting firm concludes that amounts were overpaid by Kinex during such period, Hanmi shall repay Kinex the amount of such overpayment, together with interest at the Prime Rate on the amount of such overpayment, within thirty (30) days of the date the auditing Party delivers to Merck the audited Party such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the PartiesAudit Report. The fees charged by such accounting firm shall be paid by CompanyHanmi, except provided, however, that if an error in favor of the situation that Hanmi of more than five percent (5%) of the payments due hereunder for the period being reviewed is discovered, then the fees and expenses of the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Companypaid by Kinex. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 (b) Upon the expiration of twenty-twenty four (24) months following the end of any Calendar Year, the calculation year for which Kinex or Hanmi has made payment in full of royalties amounts payable with respect to such Calendar Year year, and in the absence of negligence or willful misconduct of Kinex or Hanmi or a contrary finding by an accounting firm pursuant to Section 4.5(a), such calculation shall be binding and conclusive upon CompanyKinex or Hanmi, and Merck and its Related Parties Kinex or Hanmi, as applicable, shall be released from any liability or accountability with respect to royalties or other payments for such Calendar Yearyear. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 (a) Upon the written request of Company and not more than once in each Calendar YearIntrexon, Merck ZIOPHARM shall permit an independent certified public accounting firm of nationally internationally recognized standing selected by Company Intrexon, and reasonably acceptable to Merck, at Company’s expenseZIOPHARM, to have access to and to review, during normal business hours to such of and upon no less than thirty (30) days prior written notice, the applicable records of Merck as may be reasonably necessary ZIOPHARM and its Affiliates to verify the accuracy and timeliness of the royalty reports hereunder and payments made by ZIOPHARM under this Agreement. Such review may cover the records for sales made in any Calendar Year calendar year ending not more than twenty-four three (243) months years prior to the date of such request. The accounting firm shall disclose to Company only both Parties whether the royalty reports are correct or incorrect and/or know-how reports conform to the provisions of this Agreement and/or US GAAP, as applicable, and the amount of specific details concerning any discrepancydiscrepancies. No other information shall Such audit may not be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredactedconducted more than once in any calendar year. 5.6.2 (b) If such accounting firm correctly identifies an underpayment by Merck concludes that additional amounts were owed during such period, then Merck ZIOPHARM shall pay to Company additional amounts, with interest from the amount of the discrepancy date originally due as set forth in Section 5.7, within thirty (30) days of receipt of the date Company delivers to Merck 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, or as otherwise agreed upon by then ZIOPHARM shall in addition reimburse Intrexon for all costs related to such audit; otherwise, Intrexon shall pay all costs of the Partiesaudit. The fees charged by In the event of overpayment, any amount of such accounting firm overpayment shall be paid 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 Company, except in ZIOPHARM to Intrexon for any particular calendar quarter by more than twenty-five percent (25%) of the situation that the accounting firm determines that Merck has underpaid amount otherwise due to Intrexon. Portions herein identified by the greater of [***] or [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the royalties it owed for any Calendar Year reviewed by Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to CompanySecurities and Exchange Commission. 5.6.3 Merck (c) Intrexon shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24i) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review that it receives under this Section 5.6 or under any sublicense agreement 5.5 in accordance with the confidentiality and non-use provisions of this Agreement, Article 7 and shall (ii) cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties ZIOPHARM obligating it such firm to retain all such financial information in confidence pursuant to such confidentiality agreement, in each case except to the extent necessary for Intrexon to enforce its rights under this Agreement.

Audits. 5.6.1 6.15.1 Upon the written request of Company a Party and with at least [***] prior written notice, but not more than once in each Calendar Year[***], Merck the other Party shall permit an independent certified public accounting firm of nationally internationally recognized standing standing, selected by Company such first Party and reasonably acceptable to Mercksuch other Party, at Companysuch first Party’s expensesole cost and expense (except as set forth in this Section 6.155), to have access during normal business hours to such of the records of Merck such other Party as may required to be reasonably necessary maintained under this Agreement to verify the accuracy of the royalty reports hereunder Royalty Reports due hereunder, in the case of MTEM, or to verify the accuracy of the Supply Price, in the case of Takeda. Such accountants may audit records relating to Royalty Reports or the Supply Price, as applicable, made for any Calendar Year year ending not more than twenty-four (24) months [***] prior to the date of such request. The accounting firm shall disclose to Company the Party requesting such audit only whether the royalty reports are Royalty Reports or the Supply Price, as applicable, were correct or incorrect not, and the amount of specific details concerning any discrepancydiscrepancies and such information shall be shared at the same time with the other Party. No other information obtained by such accountants shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform shared with the accounting, with all provisions and terms necessary to accurately perform the accounting being unredactedParty requesting such audit. 5.6.2 6.15.2 If such accounting firm correctly identifies an underpayment by Merck during such periodconcludes that any royalties were owed but not paid to MTEM, then Merck Takeda shall pay to Company the amount of the discrepancy additional royalties within thirty (30) days of [***] following the date Company MTEM delivers to Merck Takeda such accounting firm’s written report so correctly concluding, or as otherwise agreed upon together with the interest payment required by Section 6.11. If such accounting firm concludes that the PartiesSupply Price charged by MTEM was inconsistent with the definition therefor and such inconsistency resulted in an overpayment by Takeda hereunder, MTEM shall reimburse Takeda such overpayment within [***] following the date Takeda delivers to MTEM such accounting firm’s written report so concluding, together with the interest payment required by Section 6.111. The fees charged by such accounting firm shall be paid by Companythe Party requesting such audit; provided, except in that if the situation audit discloses that (a) the accounting firm determines that Merck has underpaid royalties payable by Takeda for the greater of audited period are more than [***] of the royalties actually paid for such period, then Takeda shall pay the reasonable fees and expenses charged by such accounting firm or (b) the Supply Price payable by Takeda for the audited period is less than [***] of the royalties it owed Supply Price actually paid for any Calendar Year reviewed such period, then MTEM shall pay the reasonable fees and expenses charged by the such accounting firm. If such accounting firm correctly identified an overpayment by Merck concludes that the royalties paid were more than what was owed during such period, then such overpayment MTEM shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring refund the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four overpayments within thirty (2430) months days following the end of any Calendar Year, the calculation of royalties payable with respect to date MTEM receives such Calendar Year shall be binding and conclusive upon Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Yearaccounting firm’s written report so concluding. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 Upon the thirty (30) days prior written request of Company and not more than once in each Calendar Yearnotice from ImmunoGen, Merck CytomX shall permit an independent certified public accounting firm of nationally internationally recognized standing selected by Company ImmunoGen and reasonably acceptable to MerckCytomX to examine, at CompanyImmunoGen’s sole expense, to have access during normal business hours to such of the relevant books and records of Merck CytomX, its Affiliates and Sublicensees during the period covered by such examination, as may be reasonably necessary to verify the accuracy of the royalty reports hereunder submitted by CytomX in accordance with Section 4.3 hereof and the payment of royalties hereunder. An examination by ImmunoGen under this Section 4.4.2 shall occur not more than once in any Calendar Year and shall be limited to the pertinent books and records for any Calendar Year ending not more than twenty-four three (243) months prior to years before the date of such the request. The accounting firm shall disclose be provided access to Company only such books and records at the facilities where such books and records are kept and such examination shall be conducted during normal business hours. CytomX may require the accounting firm to sign a reasonable and customary non-disclosure agreement before providing the accounting firm access to CytomX’s facilities or records. Upon completion of the audit, the accounting firm shall provide both ImmunoGen and CytomX a written report disclosing whether the royalty reports submitted by CytomX are correct or incorrect, whether the royalties paid are correct or incorrect and, in each case, the specific details concerning any discrepancies. CytomX and ImmunoGen shall each have the amount of any discrepancy. No other information shall be provided right to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If request a further determination by such accounting firm correctly identifies an underpayment by Merck during as to matters which such period, then Merck shall pay to Company the amount of the discrepancy Party disputes within thirty (30) days following receipt of such report. The Party initiating a dispute will provide the other Party and the accounting firm with a reasonably detailed statement of the date Company delivers grounds upon which it disputes any findings in the written report and the accounting firm shall undertake to Merck complete such further determination within thirty (30) days after the dispute notice is provided, which determination shall be limited to the disputed matters and provided to both Parties. The Parties shall use reasonable efforts, through the participation of finance representatives of both Parties, to resolve any dispute arising in relation to the audit by good faith discussion. The results of any such audit, reflecting the 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) months following the end determination of any Calendar Yeardisputed matters, the calculation of royalties payable with respect to such Calendar Year shall be binding and conclusive upon Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Yearon both Parties. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 5.6.1 Upon During the written request Term and for a period of Company and not more than once in each Calendar Yearfive (5) years thereafter, Merck Celgene shall permit an independent independent, certified public accounting firm accountant of nationally recognized standing selected appointed by Company GlobeImmune, and reasonably acceptable to MerckCelgene, at Company’s expensereasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to have access during normal business hours to examine (but not copy) such of the records of Merck as may be reasonably necessary to verify for the accuracy sole purpose of verifying the royalty reports hereunder calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any Calendar Year ending not more than twenty-four period within the preceding five (245) months prior years; provided that GlobeImmune shall only be entitled to the date one audit following expiration or termination of this Agreement. Results of any such requestexamination shall be made available to both Celgene and GlobeImmune. The accounting firm independent, certified public accountant shall disclose to Company GlobeImmune only whether the royalty reports are correct or incorrect amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount of any discrepancy. No other information shall be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the accounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.6.2 If such accounting firm correctly identifies an underpayment by Merck during such period, then Merck shall pay to Company the amount of the discrepancy within thirty (30) days of the date Company delivers to Merck 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 Company, except in the situation that the accounting firm determines that Merck has underpaid by the greater of [***] or [***] the royalties it owed for any Calendar Year reviewed by the accounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then such overpayment shall be withheld from a next payment due from Merck to Company. 5.6.3 Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Company’s independent accountant to the same extent required of Merck under this Agreement. 5.6.4 Upon the expiration of twenty-four (24) 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 Company, and Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. 5.6.5 Company shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreementdue, and shall cause its accounting firm disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an acceptable confidentiality appropriate written agreement with Merck and/or its Related Parties obligating it to retain be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in confidence this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such confidentiality agreementinspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the audit.