Common use of Audits Clause in Contracts

Audits. Upon the written request of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreement, ACORDA shall, at RUSH’s expense, permit an independent certified public accounting firm selected by RUSH and reasonably acceptable to ACORDA to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, to such of the records of ACORDA as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any 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 only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two years. 5.5.1. If such accounting firm concludes that additional royalties were owed during such period, ACORDA shall pay the additional royalties within sixty (60) days of the date RUSH delivers to ACORDA such accounting firm’s written report so 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 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 event 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 RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. (a) Upon the written request of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term Acting Holders provided to Parent within 120 days of the Agreementdate on which the Holders are delivered the final Net Sales Statement pursuant to Section 2.4(b) of this Agreement (the “Review Request Period”), ACORDA shallParent shall permit, at RUSH’s expenseand shall cause its controlled Affiliates to permit, permit an independent certified public accounting firm selected by RUSH and reasonably acceptable to ACORDA the Independent Accountant to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA 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 Royalty 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 such request. The accounting firm the Review Request Period, to the Independent Accountant for resolution shall provide a written report as soon as practicable, which shall disclose only whether be deemed to be agreed by the royalty reports are correct or incorrect parties and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two years. 5.5.1. If such accounting firm concludes that additional royalties were owed during such period, ACORDA shall pay the additional royalties within sixty (60) days of the date RUSH delivers to ACORDA such accounting firm’s written report so concluding; provided however, that, in the event that ACORDA Independent Accountant shall not be in agreement charged 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 calculating or validating those agreed upon items. If issues are submitted to the provisions of Section 9.6 herein. In the event such accounting firm concludes that amounts were overpaid by ACORDA during such periodIndependent Accountant for resolution, such over payment will be credited against future royalties; providedParent shall, howeverand shall cause to its controlled Affiliates to, that, in the event that RUSH shall not be in agreement with the conclusion of such report (x) such matter shall be resolved pursuant furnish to the provisions of Section 9.6 herein Independent Accountant such access, work papers and (y) in other documents and information related to those disputed issues as the event that Independent Accountant may request and as are available to Parent. The Independent Accountant shall disclose to Parent and the overpayment Acting Holders any matters directly related to RUSH exceeds royalties due and owing their findings to Rush over the term extent necessary to verify the accuracy or completeness of the agreement, RUSH shall reimburse ACORDA within 60 days for any remaining overpaymentNet Sales Statements. The fees charged by such accounting firm shall be paid by RUSH; providedParent. (b) If the Independent Accountant concludes that a Payment Amount that was properly due was not paid to the Holders, howeverParent shall pay to the Rights Agent (for further distribution to the Holders) or to each Holder the applicable Payment Amount, that 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 (if an error in favor Parent had given notice of RUSH of more than five percent (5%) achievement of the royalties due hereunder for Sales Milestone following its actual achievement, as determined by the period Independent Accountant, at the time required pursuant to the terms of this Agreement), as applicable, to the date of actual payment (such amount including interest being reviewed is discoveredthe “CVR Shortfall”). The CVR Shortfall shall be paid within ten (10) days of the date the Independent Accountant delivers to Parent and the Acting Holders the Independent Accountant’s written report. The decision of the Independent Accountant shall be final, then ACORDA conclusive and binding on Parent and the Holders, shall pay the reasonable fees be non-appealable and expenses charged by such accounting firmshall not be subject to further review. 5.5.2. Upon (c) If, upon the expiration of twenty-four (24) months following the end Review Request Period, the Acting Holders have not requested a review of any Royalty Year (subject to tolling of such period during the pendency of an audit relating to such period under Net Sales Statement in accordance with this Section 5.5.1 above) 4.8, the calculation of royalties payable with respect to such year calculations set forth in the Net Sales Statement shall be binding and conclusive upon RUSHthe Holders. (d) Each person seeking to receive information from Parent in connection with a review pursuant to this Section 4.8 shall enter into, and ACORDA shall be released from cause its accounting firm to enter into, a reasonable and mutually satisfactory confidentiality agreement with Parent or any liability controlled Affiliate obligating 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 accountability distribution agreement with any third party (other than Parent or its Affiliates) with respect to royalties 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 such year. 5.5.3. RUSH shall treat all financial information subject to review an audit under this Section 5.5 in accordance 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 confidentiality provisions of this Agreementlicense agreement with such licensee.

Audits. 5.9.1 Pfizer shall keep, and shall require its Related Parties to keep, complete and accurate records in sufficient detail to enable the amounts payable hereunder to be determined. Upon the [**] written request of RUSH Arvinas and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreement[**], ACORDA shall, at RUSH’s expense, Pfizer and its Related Parties shall permit an independent certified public accounting firm of nationally recognized standing selected by RUSH Arvinas and reasonably acceptable to ACORDA Pfizer, at Arvinas’ expense, to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA Pfizer and its Related Parties as may be reasonably necessary to verify the accuracy of the royalty reports hereunder and notices under this Article 5 for any Royalty Calendar 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 Arvinas only whether the royalty reports are correct or incorrect incorrect, and whether any milestone event notifications have not been properly made, and the specific details concerning amount of any discrepanciesdiscrepancy. This Section 5.5 No other information shall survive the expiration or termination of this Agreement for a period of two yearsbe provided to Arvinas. 5.5.1. 5.9.2 If such accounting firm concludes that additional royalties were owed correctly identifies a discrepancy made during such period, ACORDA Pfizer shall pay to Arvinas the additional royalties amount of any underpayment discrepancy within sixty (60) days [**] of the date RUSH Arvinas delivers to ACORDA Pfizer such accounting firm’s written report so correctly concluding; provided however, that, in or as otherwise agreed upon by 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 event 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 overpaymentParties. The fees charged by such accounting firm shall be paid by RUSHArvinas; provided, however, that if such audit uncovers an error in favor underpayment of RUSH of more than five royalties by Pfizer that exceeds [**] percent (5[**]%) of the total royalties due hereunder owed for the period being reviewed is discoveredrelevant period, then ACORDA shall pay the reasonable fees and expenses charged by of such accounting firmfirm shall be paid by Pfizer. If such accounting firm concludes that Pfizer overpaid royalties to Arvinas, then Arvinas will refund such overpayments to Pfizer, within [**] of the date Arvinas receives such accountant’s report or, if such overpayment is more than [**] dollars, then Arvinas and Pfizer shall mutually agree on mechanism for such refund, which mechanism may include a credit against any future payment by Pfizer to Arvinas or a repayment schedule. 5.5.2. 5.9.3 Pfizer shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Pfizer, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Arvinas’ independent accountant to the same extent required of Pfizer under this Agreement. 5.9.4 Upon the expiration of twenty-four (24) months [**] following the end of any Royalty Year (subject to tolling of such period during the pendency of an audit relating to such period under Section 5.5.1 above) Pfizer Year, the calculation of royalties payable with respect to such year Pfizer Year shall be binding and conclusive upon RUSHArvinas, and ACORDA Pfizer and its Related Parties shall be released from any liability or accountability with respect to royalties for such yearPfizer Year. 5.5.3. RUSH 5.9.5 Arvinas shall treat all financial information subject to review under this Section 5.5 5.9 or under any relevant 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 Pfizer 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 RUSH Company and not more than once during the twelve (12) month period next following the expiration of in each Royalty Year during the term of the AgreementCalendar Year, ACORDA shall, at RUSH’s expense, Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by RUSH Company and reasonably acceptable to ACORDA Merck, at Company’s expense, to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA Merck as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Royalty Calendar 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 specific details concerning amount of any discrepanciesdiscrepancy. This Section 5.5 No other information shall survive be provided to Company. The accounting firm shall be given copies of all documents needed to accurately perform the expiration or termination of this Agreement for a period of two yearsaccounting, with all provisions and terms necessary to accurately perform the accounting being unredacted. 5.5.1. 5.6.2 If such accounting firm concludes that additional royalties were owed correctly identifies an underpayment by Merck during such period, ACORDA then Merck shall pay to Company the additional royalties amount of the discrepancy within sixty thirty (6030) days of the date RUSH Company delivers to ACORDA Merck such accounting firm’s written report so correctly concluding; provided however, that, in or as otherwise agreed upon by 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 event 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 overpaymentParties. The fees charged by such accounting firm shall be paid by RUSH; providedCompany, however, except in the situation that if an error in favor the accounting firm determines that Merck has underpaid by the greater of RUSH of more than five percent (5%) of [***] or [***] the royalties due hereunder it owed for any Calendar Year reviewed by the period being reviewed is discoveredaccounting firm. If such accounting firm correctly identified an overpayment by Merck during such period, then ACORDA such overpayment shall pay the reasonable fees and expenses charged by such accounting firmbe withheld from a next payment due from Merck to Company. 5.5.2. 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 Royalty Year (subject to tolling of such period during the pendency of an audit relating to such period under Section 5.5.1 above) Calendar Year, the calculation of royalties payable with respect to such year Calendar Year shall be binding and conclusive upon RUSHCompany, and ACORDA Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such yearCalendar Year. 5.5.3. RUSH 5.6.5 Company shall treat all financial information subject to review under this Section 5.5 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. Upon 13.1 Subject to restrictions regarding Proprietary Information set forth in this Agreement, a Party (Auditing Party) may audit the written request other Party's (Audited Party) books, records, data and other documents, as provided herein, two (2) times each Contract Year for the purpose of RUSH evaluating the accuracy of Audited Party's billing and not more than once 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 next following immediately preceding the expiration date the Audited Party received notice of each Royalty Year during such requested audit. Any audit under this Section shall be for the term purpose of evaluating (i) the accuracy of Audited Party’s billing and invoicing of the Agreementservices 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, ACORDA shall, at RUSH’s expense, permit an independent certified public accounting firm selected by RUSH and reasonably acceptable to ACORDA to have access during normal business hours, upon such audit shall begin no fewer than thirty (30) days prior after Audited Party receives a written notice requesting an audit and shall be completed no later than forty-five (45) calendar days after the start of 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 ACORDAexecute 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 two (2) times during any Contract Year with a non-auditing period not to such exceed twelve months if (i) the previous audit found previously uncorrected net variances or errors in 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 bear its own expenses in connection with the conduct of the audit. Each audit shall be conducted on the premises of Audited Party during normal business hours. Audited Party shall cooperate fully in any such audit, providing the auditor reasonable access to any and all appropriate Audited Party employees and books, records of ACORDA 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 Royalty Year ending a period of not more less than twenty-four (24) months prior to the date of such request. The accounting firm shall provide after creation thereof, unless a written report as soon as practicable, which shall disclose only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a longer period of two yearsis required by Applicable Law. 5.5.1. 13.5 If such accounting firm concludes that additional royalties were owed during such periodany audit confirms any undercharge or overcharge, ACORDA then Audited Party shall pay (i) for any overpayment promptly correct any billing error, including making refund of any overpayment by Auditing Party in the additional royalties within sixty (60) days form of a credit on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the date RUSH delivers audit results and (ii) for any undercharge caused by the actions of or failure to ACORDA act by Audited Party, immediately compensate Auditing Party for such accounting firm’s written report so concluding; provided however, thatundercharge, in each case with interest at the event that ACORDA shall not be in agreement with the conclusion lesser 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 event 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 one and one-half (1 1/2%) percent per month and (y) in the event highest rate of interest (compounded daily) that may be charged under Applicable Law, for the overpayment number of days from the date on which such undercharge or overcharge originated until the date on which such credit is issued or payment is made and available, as the case may be. Notwithstanding the foregoing, MCIm shall not be liable for any Underbilled Charges for which Customer Usage Data was not furnished by AT&T ILLINOIS to RUSH exceeds royalties due and owing to Rush over the term MCIm within six (6) months of the agreement, RUSH shall reimburse ACORDA within 60 days for any remaining overpayment. The fees charged by date such accounting firm shall be paid by RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firmusage was incurred. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. (a) Upon the written request of RUSH and not the Acting Holders (but no more than once during any calendar year), and upon reasonable notice, the twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreement, ACORDA shall, at RUSH’s expense, permit Company shall provide an independent certified public accounting firm selected of nationally recognized standing jointly agreed upon by RUSH the Acting Holders and reasonably acceptable to ACORDA to have the Company (failing agreement on which each shall designate an independent public accounting firm of its own selection, which firms shall in turn appoint an independent public accounting firm for such purpose) (the “Independent Accountant”) with access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA 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 Royalty 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 provide a written report as soon as practicable, which shall disclose only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of previously been audited in accordance with this Agreement for a period of two years. 5.5.1. If such accounting firm concludes that additional royalties were owed during such period, ACORDA shall pay the additional royalties within sixty (60) days of the date RUSH delivers to ACORDA such accounting firm’s written report so 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 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 event 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 overpaymentSECTION 7.6. The fees charged by such accounting firm shall be paid by RUSH; providedthe Company. 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 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, however, it being understood that if an error in favor of RUSH of more than five percent (5%) the Company shall also be obligated to pay the full amount of the royalties due hereunder for CVR Shortfall, if any, determined in accordance with SECTION 7.6(b). (b) If the period 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 reviewed is discovered, then ACORDA the “CVR Shortfall”). The Company shall pay the reasonable fees 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 expenses charged by such accounting firmbinding on the Company and the Holders, shall be non­appealable and shall not be subject to further review. 5.5.2. Upon (c) Each Person seeking to receive information from the expiration of twenty-four (24) months following Company in connection with a review or audit shall enter into, and shall cause its accounting firm to enter into, a reasonable and mutually satisfactory confidentiality agreement with the end of Company obligating such party to retain all such financial information disclosed to such party in confidence pursuant to such confidentiality agreement and not use such information for any Royalty Year (subject to tolling purpose other than the completion of such period during 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 pendency 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 relating 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 such period under Section 5.5.1 above) the calculation of royalties payable provide access to an Independent Accountant with respect to such year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability licensee until such time as the Company may again exercise its rights of audit under the license agreement with respect to royalties for such yearlicensee. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. 5.2.1 Upon the written request of RUSH Licensor and not more than once during the twelve (12) month period next following the expiration of in each Royalty Year during the term of the Agreementcalendar year, ACORDA shall, at RUSH’s expense, Oxis shall permit an independent certified public accounting firm of nationally recognized standing selected by RUSH Licensor and reasonably acceptable to ACORDA Oxis, at Licensor's expense, to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the financial records of ACORDA Oxis as may be reasonably necessary to verify the accuracy of the royalty payment reports hereunder for any Royalty Year ending not more than twenty-four the eight (24) months 8) calendar quarters immediately prior to the date of such request. The accounting firm shall provide a written report as soon as practicable, request (other than records for which shall disclose only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of Licensor has already conducted an audit under this Agreement for a period of two yearsSection. 5.5.1. 5.2.2 If such accounting firm concludes that additional royalties amounts were owed during such the audited period, ACORDA Oxis shall pay the such additional royalties amounts within sixty thirty (6030) days of after the date RUSH Licensor delivers to ACORDA Oxis such accounting firm’s 's written report so 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 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 event 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 RUSHLicensor; provided, however, if the audit discloses that if an error in favor of RUSH of the royalties payable by Oxis for such period are more than five one hundred ten percent (5110%) of the royalties due hereunder actually paid for the period being reviewed is discoveredsuch period, then ACORDA Oxis shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any Royalty Year (subject 5.2.3 Licensor shall cause its accounting firm 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat retain all financial information subject to review under this Section 5.5 5.2 in accordance 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 Licensor only whether the confidentiality provisions reports are correct or not and the amount of this Agreementany discrepancy. No other information shall be shared. Licensor shall treat all such financial information as Oxis' Confidential Information.

Audits. Upon the written request of RUSH CSRO and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreement, ACORDA shall, at RUSHCSRO’s expense, permit an independent certified public accounting firm selected by RUSH CSRO and reasonably acceptable to ACORDA to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, to such of the records of ACORDA as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any 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 CSRO only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 5.3 shall survive the expiration or termination of this Agreement for a period of two years. 5.5.1. 5.3.1 If such accounting firm concludes that additional royalties were owed during such period, ACORDA shall promptly pay the additional royalties within sixty (60) days of the date RUSH CSRO delivers to ACORDA such accounting firm’s written report so 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 9.6 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 over payment will be credited against future royalties; overpayment within sixty (60) days of the date CSRO delivers to ACORDA such accounting firm’s written report so concluding, provided, however, that, in the event that RUSH CSRO shall not be in agreement with the conclusion of such report (xa) CSRO shall not be required to repay such overpayment and (b) 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 overpayment10.7 herein. The fees charged by such accounting firm shall be paid by RUSHCSRO; provided, however, that if an error in favor of RUSH CSRO of more than five the greater of (i) $100,000 or (ii) ten percent (510%) of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged of the accounting firm shall be paid by ACORDA. Payments of additional royalties under this Section 5.3.1 shall be made with interest from the date such accounting firmamounts were due, at the prime rate reported by Chase Manhattan Bank, New York, New York. 5.5.2. 5.3.2 Upon the expiration of twenty-four (24) months following the end of any 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 year shall be binding and conclusive upon RUSHCSRO, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 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. 5.5.3. RUSH 5.3.3 CSRO shall treat all financial information subject to review under this Section 5.5 5.3. in accordance with the confidentiality provisions of this Agreement.

Audits. (a) Upon the at least thirty (30) days prior written request of RUSH Inhibrx and not more than once during the twelve (12) month period next following the expiration of in each Royalty Year during the term of the Agreementone year period, ACORDA shall, at RUSH’s expense, Elpiscience shall permit an independent certified public accounting firm of nationally recognized standing selected by RUSH Inhibrx and reasonably acceptable to ACORDA Elpiscience to have access access, during normal business hours, upon thirty (30) days prior notice to ACORDA, to such of the records of ACORDA Elpiscience and its Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Royalty 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 provide a written report as soon as practicable, which shall disclose only to Inhibrx and Elpiscience in writing whether the royalty reports are correct or incorrect and incorrect, the specific details concerning amount of any discrepancies. This Section 5.5 shall survive royalty discrepancy, as well as the expiration or termination calculation of this Agreement for a period of two yearsthe foregoing. 5.5.1. (b) If such accounting firm concludes that additional royalties were owed during such periodidentifies an underpayment made by Elpiscience, ACORDA Elpiscience shall pay Inhibrx one hundred percent (100%) of the additional royalties amount of such underpayment, plus applicable interest as set forth in Section 7.3, within sixty ten (6010) days of the date RUSH Inhibrx delivers to ACORDA Elpiscience such accounting firm’s written report so concluding; provided however, that, or as otherwise agreed upon in writing by the event that ACORDA Parties. Inhibrx shall not be in agreement with pay 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 fees charged by such accounting firm concludes that amounts were overpaid by ACORDA during such period, such over payment will be credited against future royaltiesfirm; provided, however, that, in the event if such audit uncovers an underpayment by Elpiscience 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 RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties total payment due hereunder for the period being reviewed is discoveredunder audit, then ACORDA Elpiscience shall pay the reasonable fees and expenses charged by of such accounting firmfirm whether previously paid by Inhibrx or then due. In the event that the accounting firm uncovers an overpayment by Elpiscience, then Elpiscience shall credit such overpayment against any royalty payments owing in the quarter following the quarter in which such audit was completed, and such future royalty payments to be adjusted accordingly on a carry-forward basis until such overpayment amount has been fully credited against future royalties owing to Inhibrx. 5.5.2. Upon (c) Elpiscience shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the expiration sublicensee to make reports to Elpiscience, to keep and maintain records of twenty-four (24) months following the end of any Royalty Year (subject to tolling of such period during the pendency of an audit relating sales made pursuant to such period under Section 5.5.1 above) the calculation of royalties payable with respect sublicense and to grant access to such year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect records by Inhibrx’s independent accountant to royalties for such yearthe same extent required of Elpiscience under this Agreement. 5.5.3. RUSH (d) Inhibrx shall treat all financial information subject to review under this Section 5.5 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, Elpiscience may require the independent accounting firm to enter into a confidentiality agreement with Elpiscience or its Affiliates or sublicensees, as applicable, with obligations of confidentiality and non-use with respect to such information substantively similar to those in this Agreement.

Audits. (a) Upon the written request of RUSH and the Acting Holders provided to Parent not less than forty-five (45) days in advance (such request not be made more than once during the in any twelve (12) month period next following period), Parent shall permit, and shall cause its Affiliates to permit, the expiration of each Royalty Year during the term of the Agreement, ACORDA shall, at RUSH’s expense, permit an independent certified public accounting firm selected by RUSH and reasonably acceptable to ACORDA Independent Accountant to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA 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 Royalty 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 CVR Shortfall shall provide a written report as soon as practicable, which shall disclose only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two years. 5.5.1. If such accounting firm concludes that additional royalties were owed during such period, ACORDA shall pay the additional royalties be paid within sixty ten (6010) days of the date RUSH the Independent Accountant delivers to ACORDA such accounting firmParent and the Acting Holders the Independent Accountant’s written report so concluding; provided howeverreport. The decision of the Independent Accountant shall be final, thatconclusive and binding on Parent and the Holders, in the event that ACORDA shall be non-appealable and shall not be in agreement with the conclusion of such report (a) ACORDA shall not be required subject 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 event 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 overpaymentfurther review. The fees charged by such accounting firm the Independent Accountant shall be paid by RUSHthe Acting Holders; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties Independent Accountant concludes that a Payment Amount that was properly due hereunder for was not paid to the period being reviewed is discoveredHolders, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firmIndependent Accountant shall be paid by Parent. 5.5.2(c) Each person seeking to receive information from Parent in connection with a review pursuant to this Section 4.5 shall enter into, and shall cause its accounting firm to enter into, a reasonable and mutually satisfactory confidentiality agreement with Parent or any controlled Affiliate obligating 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. Upon The parties hereto agree that, if Parent or its Affiliates have exercised audit rights under any license or distribution agreement prior to the expiration 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 twenty-four (24) months following the end of any Royalty Year (subject to tolling Parent’s prior audit of such period during licensee or distributor shall be used for purposes of the pendency of 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 audit relating to such period under Section 5.5.1 above) the calculation of royalties payable Independent Accountant with respect to such year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability licensee until such time as Parent may again exercise its rights of audit under the license agreement with respect to royalties for such yearlicensee. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. Upon During the written request Term and for a period of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreement[*] thereafter, ACORDA shall, at RUSH’s expense, Gilead shall permit an independent independent, certified public accounting firm selected of nationally recognized standing appointed by RUSH GlobeImmune, and reasonably acceptable to ACORDA to have access during normal business hoursGilead, at reasonable times and upon thirty (30) days prior notice to ACORDAreasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such of the records of ACORDA as may be reasonably necessary to verify for the accuracy sole purpose of verifying the royalty reports hereunder for any Royalty Year ending not more than twenty-four (24) months prior to the date calculation and reporting of such request. The accounting firm shall provide a written report as soon as practicable, which shall disclose only whether the royalty reports are correct or incorrect Net Sales and the specific details concerning correctness of any discrepancies. This Section 5.5 shall survive the expiration or termination of payment made under this Agreement for a any period of two years. 5.5.1. If such accounting firm concludes that additional royalties were owed during such period, ACORDA shall pay within the additional royalties within sixty (60) days of the date RUSH delivers to ACORDA such accounting firm’s written report so 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 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 event 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 RUSHpreceding [*]; provided, however, that if GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, 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 accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an error appropriate written agreement obligating it to 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 favor Article 8. If, as a result of RUSH 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 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 five percent (5%) 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 the event that the audited amounts were underpaid by Gilead by more than [*] of the royalties due hereunder for undisputed amounts that should have been paid during the period being reviewed is discoveredin question as per the audit, then ACORDA Gilead shall pay the reasonable fees and expenses charged by such accounting firmout-of-pocket costs of the audit. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. (a) Upon the written request of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the AgreementIntrexon, ACORDA shall, at RUSH’s expense, Fibrocell shall permit an independent certified public accounting firm of internationally recognized standing selected by RUSH Intrexon, and reasonably acceptable to ACORDA Fibrocell, to have access to and to review, during normal business hours, hours and upon no less than thirty (30) days prior notice to ACORDAwritten notice, to such of the applicable records of ACORDA as may be reasonably necessary Fibrocell and its Affiliates to verify the accuracy and timeliness of the royalty reports hereunder and payments made by Fibrocell under this Agreement. Such review may cover the records for sales made in any Royalty Year calendar year ending not more than twenty-four three (243) months years prior to the date of such request. The accounting firm shall provide a written report as soon as practicable, which shall disclose only to 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 specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two yearsSuch audit may not be conducted more than once in any calendar year. 5.5.1. (b) If such accounting firm concludes that additional royalties amounts were owed during such period, ACORDA Fibrocell shall pay additional amounts, with interest from the additional royalties date originally due as set forth in Section 5.8, within sixty thirty (6030) days of receipt of the date RUSH delivers to ACORDA such accounting firm’s written report so concluding; provided however, that, in report. If 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 event 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 amount 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 RUSH; provided, however, that if an error in favor of RUSH of more underpayment is greater than five percent (5%) of the royalties due hereunder total amount actually owed for the period being reviewed is discoveredaudited, then ACORDA Fibrocell shall in addition reimburse Intrexon for all costs related to such audit; otherwise, Intrexon shall pay all costs of the reasonable fees and expenses charged by audit. In the event of overpayment, any amount of such accounting firmoverpayment shall be fully creditable against amounts payable for the immediately succeeding calendar quarter(s). 5.5.2. Upon the expiration of twenty-four (24c) months following the end of any Royalty Year Intrexon shall (subject to tolling of such period during the pendency of an audit relating to such period under Section 5.5.1 abovei) the calculation of royalties payable with respect to such year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review that it receives under this Section 5.5 5.6 in accordance with the confidentiality provisions of Article 7 and (ii) cause its accounting firm to enter into an acceptable confidentiality agreement with Fibrocell obligating 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. Upon the written request of RUSH and not more than once during the twelve (12) month period next following Until the expiration of each Royalty Year during this Agreement and for a period of one year thereafter, the term of the Agreement, ACORDA shall, at RUSH’s expense, permit an independent certified public accounting firm selected by RUSH Company shall keep complete and reasonably acceptable accurate records in sufficient detail to ACORDA to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, to such of the records of ACORDA 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 Royalty 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 provide a written report disclose to Rights Agent or the Acting Holders, as soon as practicableapplicable, which shall disclose only whether the royalty reports are correct or incorrect not and the specific details concerning any discrepancies. This Section 5.5 No other information shall survive be shared. Such audits may be conducted during normal business hours upon reasonable prior written notice to the expiration or termination of this Agreement for a Company, but no more than frequently than once per year. No accounting period of two years. 5.5.1. If 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 firm concludes that additional royalties were owed during such period, ACORDA 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 pay be made by the additional royalties within sixty (60) days 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 date RUSH delivers facts, computation and methodology accounting for such adjustment to ACORDA such accounting firm’s written report so concluding; provided however, that, the extent not already reflected in the event that ACORDA 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 Rights Agent shall be 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 in agreement with deemed to have knowledge of any such adjustment or any such event unless and until it shall have received such report. The Acting Holders, as applicable, shall bear the conclusion full cost and expense of such report (a) ACORDA audit unless such audit discloses an underpayment by the Company of 10% or more of the CVR Payment Amount due under this Agreement, in which case the Company shall not be required to pay bear the full cost and expense of such additional royalties and (b) such matter audit. The Rights Agent shall be resolved entitled to rely on any audit report delivered by the independent accounting firm 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 event 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 RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement4.5.

Audits. Upon During the written request Term and for a period of RUSH and not more than once during the twelve five (125) month period next following the expiration of each Royalty Year during the term of the Agreementyears thereafter, ACORDA shall, at RUSH’s expense, Celgene shall permit an independent independent, certified public accounting firm selected accountant of nationally recognized standing appointed by RUSH GlobeImmune, and reasonably acceptable to ACORDA to have access during normal business hoursCelgene, at reasonable times and upon thirty (30) days prior notice to ACORDAreasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such of the records of ACORDA 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 Royalty 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 of such request. The accounting firm shall provide a written report as soon as practicable, which shall disclose only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the 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 due, and shall 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 appropriate written agreement obligating it to 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 for 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 period result of two years. 5.5.1any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. If 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 accounting firm concludes that additional royalties were owed during inspection within ninety (90) days or credit such period, ACORDA amounts to Celgene against future payments. GlobeImmune shall pay the additional royalties within sixty (60) days of the date RUSH delivers to ACORDA for such accounting firm’s written report so concluding; provided howeveraudits, that, in the event except 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 event 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 audited amounts were underpaid by Celgene by more than [*] of the agreement, RUSH shall reimburse ACORDA within 60 days for any remaining overpayment. The fees charged by such accounting firm shall be undisputed amounts that should have been paid by RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties due hereunder for during the period being reviewed is discoveredin question as per the audit, then ACORDA Celgene shall pay the reasonable fees and expenses charged by such accounting firmout-of-pocket costs of the audit. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. Upon the written request of RUSH 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 during 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 the preceding section, 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 have access to all records that LTC reasonably believes to be relevant to the calculation of royalties or other payments due under Article 4. If a payment deficiency is determined, ADAPTIMMUNE shall pay the deficiency outstanding within thirty (30) days of receiving written notice thereof. Payments made by ADAPTIMMUNE after the due date shall include interest at the rate of *** percent (***%) per month plus a processing fee of *** percent (***%) 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 twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreement, ACORDA shall, at RUSH’s expense, permit an independent certified public accounting firm selected by RUSH and reasonably acceptable to ACORDA to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, to such of the records of ACORDA as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any 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 only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two years. 5.5.1. If such accounting firm concludes that additional royalties were owed during such period, ACORDA then ADAPTIMMUNE shall pay the additional royalties within sixty (60) days of the date RUSH delivers to ACORDA such accounting firm’s written report so concluding; provided however, that, in the event that ACORDA shall not be in agreement with the conclusion cost of such report (a) ACORDA examination. Any overpayment 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 event that RUSH shall not be in agreement with the conclusion of such report (x) such matter royalty payments. LTC and its representative shall be resolved pursuant required 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 RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 received during any such inspection as INFORMATION in accordance with the confidentiality provisions of this AgreementArticle 13.

Audits. 5.3.1 Upon the written request of RUSH Licensor and not more than once during the twelve (12) month period next following the expiration of in each Royalty Year during the term of the Agreementcalendar year, ACORDA shall, at RUSH’s expense, Licensee and its Affiliates shall permit an independent certified public accounting firm of nationally recognized standing selected by RUSH Licensor and reasonably acceptable to ACORDA Licensee, at Licensor's expense, to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the financial records of ACORDA Licensee and its Affiliates as may be reasonably necessary to verify the accuracy of the royalty payment reports hereunder for any Royalty Year ending not more than twenty-four the eight (24) months 8) calendar quarters immediately prior to the date of such request. The accounting firm shall provide a written report as soon as practicable, request (other than records for which shall disclose only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of Licensor has already conducted an audit under this Agreement for a period of two yearsSection). 5.5.1. 5.3.2 If such accounting firm concludes that additional royalties amounts were owed during such the audited period, ACORDA Licensee shall pay the such additional royalties amounts within sixty thirty (6030) days of after the date RUSH Licensor delivers to ACORDA Licensee such accounting firm’s 's written report so 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 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 event 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 RUSHLicensor; provided, however, if the audit discloses that if an error in favor of RUSH of the royalties paid by Licensee for such period were more than five seven percent (57%) of below the royalties actually due hereunder and payable for the period being reviewed is discoveredsuch period, then ACORDA Licensee shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any Royalty Year (subject 5.3.3 Licensor shall cause its accounting firm 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat retain all financial information subject to review under this Section 5.5 5.3 in accordance 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 Licensor only whether the confidentiality provisions reports are correct or not and the amount of this Agreement.any discrepancy. No other information shall be shared. Licensor shall treat all such financial information as Licensee's Confidential Information

Audits. (a) Merck shall maintain, and shall cause its Affiliates to maintain, complete and accurate books and records in connection with the sale of Products hereunder, as necessary to allow the accurate calculation of the royalties due to Metabasis hereunder. Upon the written request of RUSH Metabasis and not more than once during the twelve (12) month period next following the expiration of in each Royalty Year during the term of the AgreementCalendar Year, ACORDA shall, at RUSH’s expense, Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by RUSH Metabasis and reasonably acceptable to ACORDA Merck, at Metabasis' expense (except as set forth in Section 5.7(b) below), to have access during *** Confidential Treatment Requested normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA Merck and its Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Royalty Year 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 Metabasis only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 No other information shall survive the expiration or termination of this Agreement for a period of two yearsbe provided to Metabasis. 5.5.1. (b) If such accounting firm concludes that additional royalties were owed correctly identifies a discrepancy made during such period, ACORDA the appropriate Party shall pay the additional royalties other Party the amount of the discrepancy within sixty thirty (6030) days of the date RUSH Metabasis delivers to ACORDA Merck such accounting firm’s 's written report so correctly concluding; provided however, thator as otherwise agreed upon by the Parties, plus interest calculated in the event that ACORDA shall not be in agreement accordance 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 event 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 overpayment5.10. The fees charged by such accounting firm shall be paid by RUSHMetabasis; provided, however, that if audit uncovers an error in favor underpayment of RUSH royalties by Merck that exceeds the greater of more than five percent (5%) [***] or [***] of the total royalties due hereunder for the period being reviewed is discoveredowed, then ACORDA shall pay the reasonable fees and expenses charged by of such accounting firmfirm shall be paid by Merck. 5.5.2. Upon (c) 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 Metabasis' independent accountant to the same extent required of Merck under this Agreement. (d) Absent fraud, upon the expiration of twenty-four (24) months [***] following the end of any Royalty Year (subject to tolling of such period during the pendency of an audit relating to such period under Section 5.5.1 above) year, the calculation of royalties payable with respect to such year shall be binding and conclusive upon RUSHMetabasis, and ACORDA Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH (e) Metabasis shall treat all financial information subject to review under this Section 5.5 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.

Audits. (a) Upon the written request of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the AgreementIntrexon, ACORDA shall, at RUSH’s expense, Synthetic shall permit an independent certified public accounting firm of internationally recognized standing selected by RUSH Intrexon, and reasonably acceptable to ACORDA Synthetic, to have access to and to review, during normal business hours, hours and upon no less than thirty (30) days prior notice to ACORDAwritten notice, to such of the applicable records of ACORDA 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 Royalty Year calendar year ending not more than twenty-four three (243) months years prior to the date of such request. The accounting firm shall provide a written report as soon as practicable, which shall disclose only to 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 specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two yearsSuch audit may not be conducted more than once in any calendar year. 5.5.1. (b) If such accounting firm concludes that additional royalties amounts were owed during such period, ACORDA Synthetic shall pay additional amounts, with interest from the additional royalties date originally due as set forth in Section 5.9, within sixty thirty (6030) days of receipt of the date RUSH delivers to ACORDA such accounting firm’s written report so concludingreport. If the amount of the underpayment is greater than ten percent (10%) of the total amount actually owed for the period audited, then Synthetic shall in addition reimburse Intrexon for all costs related to such audit; provided howeverotherwise, that, in Intrexon shall pay all costs of 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 hereinaudit. In the event such accounting firm concludes that amounts were overpaid by ACORDA during such periodof overpayment, such over payment will be credited against future royalties; provided, however, that, in the event that RUSH shall not be in agreement with the conclusion any amount of such report (x) such matter overpayment shall be resolved pursuant to fully creditable against amounts payable for 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 RUSHimmediately succeeding calendar quarter(s); provided, however, that if an error in favor of RUSH of 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 (525%) of the royalties amount otherwise due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firmto Intrexon. 5.5.2. Upon the expiration of twenty-four (24c) months following the end of any Royalty Year Intrexon shall (subject to tolling of such period during the pendency of an audit relating to such period under Section 5.5.1 abovei) the calculation of royalties payable with respect to such year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review that it receives under this Section 5.5 5.7 in accordance with the confidentiality provisions of Article 7 and (ii) cause its accounting firm to enter into an acceptable confidentiality agreement with Synthetic obligating 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. ▇▇▇▇▇▇▇ 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 RUSH and ACI but not more often than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreement, ACORDA shallevery Calendar Year, at RUSHACI’s expense, ▇▇▇▇▇▇▇ will permit an independent certified public accounting firm accountant selected by RUSH ACI and reasonably acceptable to ACORDA ▇▇▇▇▇▇▇ to have access during normal business hours, upon thirty (30) days prior notice hours to ACORDA, to such of the those financial records of ACORDA ▇▇▇▇▇▇▇ 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 for any Royalty Year ending not more than twenty-four (24) months prior calculations provided to the date of such requestACI. The accounting firm Such examination shall provide a written report as soon as practicable, which shall disclose only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for be limited to a period of two years. 5.5.1time no more than [*****] immediately preceding the request for examination. An audit of the records relating to a particular Calendar Year 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 independent public accountant with justifying remarks for inclusion in the report prior to sharing the conclusions of the independent public audit with ACI. The final audit report will be shared with ▇▇▇▇▇▇▇ and ACI at the same time and specify whether the amounts paid to ACI were correct or, if incorrect, the amount of any underpayment or overpayment. The audit report will only contain the information relevant to support the statement as to whether the royalties were calculated and paid accurately and will not include any confidential (or additional information that is ordinarily not included in the royalty reports) disclosed to the auditor during the course of the audit. If ▇▇▇▇▇▇▇’▇ royalties are found to be in error such accounting firm concludes that additional royalties were owed during underpaid, ▇▇▇▇▇▇▇ shall remit to ACI within [*****] after ▇▇▇▇▇▇▇’▇ receipt of such periodreport, ACORDA [*****]. If the report shows any overpayment, ▇▇▇▇▇▇▇ shall pay receive a credit equal to the additional royalties within sixty (60) days overpayment against the royalty otherwise payable to the ACI. If ▇▇▇▇▇▇▇ disagrees with the findings of the date RUSH delivers audit report, the Parties will first seek to ACORDA such accounting firm’s written report so concluding; provided howeverresolve the matter, that, and in the event that ACORDA shall not be they fail to reach agreement, the dispute resolution provisions outlined in agreement with the conclusion of such report (a) ACORDA shall not be required to pay such additional royalties and (b) such matter Section 13.7 shall be resolved pursuant followed to resolve the provisions of Section 9.6 hereindispute. 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 event 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 RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH ACI shall treat all financial information subject to review or under this Section 5.5 any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and will cause its accounting firm to enter into a reasonably acceptable confidentiality agreement with ▇▇▇▇▇▇▇ and/or its Related Parties obligating it to retain all such information in confidence.

Audits. Upon the written request of RUSH and not more than once during the twelve (12a) month period next following the expiration of each Royalty Year during the term of the Agreement, ACORDA shall, at RUSH’s expense, permit an independent certified public accounting firm selected by RUSH and reasonably acceptable to ACORDA to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, to such of the Licensee shall keep accurate records of ACORDA as may be reasonably necessary to verify all Product sales and other relevant data concerning the accuracy of the royalty reports hereunder for any 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 only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement Product for a period of two years. 5.5.1(2) years following the year in which such records were created and Licensee shall provide Licensor quarterly reports thereof forty-five (45) days after the end of the applicable calendar quarter. If such accounting firm concludes that additional royalties were owed 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 Product returns made during such period, ACORDA shall pay the additional royalties within sixty (60) days calendar quarter together with an accounting of any other applicable components of the date RUSH delivers amounts paid or to ACORDA be paid hereunder with respect to such accounting firm’s written report so concluding; provided howevercalendar quarter. Simultaneous with the delivery of such report, thatLicensee shall make, or cause to be made, any additional payment due with respect to 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 the event that ACORDA 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 Licensor any information except that which should properly be contained in agreement with the conclusion of a quarterly report required under this Agreement. Licensee shall promptly pay any underpayment evidenced by such report (a) ACORDA audit, and Licensor shall not be required to pay promptly refund any overpayment evidenced by such additional royalties and (b) such matter shall be resolved pursuant to the provisions of Section 9.6 hereinaudit. 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 event 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 RUSH; provided, however, that if an error in favor of RUSH audit evidences an underpayment of more than five percent (5%) of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 the amounts actually paid, Licensee shall promptly pay such year shall be binding and conclusive upon RUSHunderpayment to Licensor with interest at the prime rate as set by Citibank, from the time when such underpayment accrued, and ACORDA shall be released from reimburse Licensor for the reasonable costs and expenses (including fees) of such audit. (b) Licensor shall keep accurate records of its 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 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 liability or accountability 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 overpayment of more than five percent (5%) with respect to royalties the amounts actually paid, Licensor shall promptly refund such overpayment to Licensee with interest at the prime rate as set by Citibank, from the time when such overpayments accrued, and shall reimburse Licensee for the reasonable costs and expenses (including fees) of such yearaudit. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. Upon During the written request Term and for a period of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreement, ACORDA shall[***] thereafter, at RUSH’s expensethe 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 independent, certified public accounting firm selected accountant of nationally recognized standing appointed by RUSH the Payee, and reasonably acceptable to ACORDA to have access during normal business hoursthe Payor, at reasonable times and upon thirty (30) days prior notice to ACORDAreasonable notice, but in no case more than once per Calendar Year thereafter, to examine such of the records of ACORDA as may be reasonably 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 verify the accuracy of the royalty reports hereunder for any Royalty Year ending not more than twenty-four (24) months prior both Payor and Payee. The independent, certified public accountant shall disclose to the date Payee only the amount of such request. The accounting firm shall provide a written report as soon as practicableroyalties or Net Sales milestone payments, which shall disclose only whether if any, that the royalty reports are correct or incorrect independent auditor believes to be due and payable hereunder to the specific Payee, details concerning any discrepanciesdiscrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. This Section 5.5 Any and all records examined by such independent accountant shall survive be deemed the expiration or termination 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 is shown that a Payee’s payments under this Agreement for a period of two years. 5.5.1. If such accounting firm concludes that additional royalties were owed during such periodless than the amount which should have been paid, ACORDA then the Payor shall pay the additional royalties all amounts required to be paid to eliminate any discrepancy revealed by such inspection within sixty (60) days of the date RUSH delivers to ACORDA [***], including any interest on such accounting firm’s written report so concludingamounts determined in accordance with Section 8.11; provided howeverthat such interest shall apply only to amounts payable during [***] prior to such inspection. The Payee shall pay for such audits, that, in the event except 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 event 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 royalty payments made by the term Payor were less than [***] of the agreement, RUSH shall reimburse ACORDA within 60 days for any remaining overpayment. The fees charged by such accounting firm shall be undisputed amounts that should have been paid by RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties due hereunder for during the period being reviewed is discoveredin question as per the audit, then ACORDA the Payor shall pay the reasonable fees and expenses charged by such accounting firmcosts of the audit. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. Upon the written request of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during Throughout the term of this Agreement and for one year thereafter, L Brands shall have the Agreement, ACORDA shallright once within each calendar year, at RUSH’s expenseits own expense and on 30 days’ advance written notice to Service Provider, permit to have an independent certified public accounting firm selected by RUSH and auditor reasonably acceptable to ACORDA Service Provider (and who has executed an appropriate confidentiality agreement reasonably acceptable to have access during normal business hours, upon thirty (30Service Provider) days prior notice to ACORDA, to such of audit the books and records of ACORDA 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 Royalty 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 overpayment or underpayment until such amount is paid at 12% per annum, compounded monthly from the relevant payment due date through the date of payment (provided that such interest rate shall provide a written report as soon as practicable, which shall disclose only whether not exceed the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two years. 5.5.1maximum rate permitted by Applicable Law). If such accounting firm concludes that additional royalties were owed during such period, ACORDA shall pay the additional royalties within sixty (60) days of the date RUSH delivers to ACORDA such accounting firm’s written report so 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 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 event 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 RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 either party hereto has a good faith dispute with respect to the findings of such year audit, the parties shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such yearfollow the dispute resolution procedures set forth in Section 9.07. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. Upon the written request of RUSH and not more than once during the twelve (12) month period next following Until the expiration of each Royalty Year during this Agreement and for a period of one (1) year thereafter, the term of the Agreement, ACORDA shall, at RUSH’s expense, permit an independent certified public accounting firm selected by RUSH Company shall keep complete and reasonably acceptable accurate records in sufficient detail to ACORDA to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, to such of the records of ACORDA 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 Royalty 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 provide a written report disclose to Rights Agent or the Acting Holders, as soon as practicableapplicable, which shall disclose only whether the royalty reports are correct or incorrect not and the specific details concerning any discrepancies. This Section 5.5 No other information shall survive be shared. Such audits may be conducted during normal business hours upon reasonable prior written notice to the expiration or termination of this Agreement for a Company, but no more than frequently than once per year. No accounting period of two years. 5.5.1. If 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 firm concludes that additional royalties were owed during such period, ACORDA 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 pay be made by the additional royalties within sixty (60) days 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 date RUSH delivers facts, computation and methodology accounting for such adjustment to ACORDA such accounting firm’s written report so concluding; provided however, that, the extent not already reflected in the event that ACORDA 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 Rights Agent shall be 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 in agreement with deemed to have knowledge of any such adjustment or any such event unless and until it shall have received such report. The Acting Holders, as applicable, shall bear the conclusion full cost and expense of such report audit unless such audit discloses an underpayment by the Company of twenty percent (a20%) ACORDA or more of the CVR Payment Amount due under this Agreement, in which case the Company shall not be required to pay bear the full cost and expense of such additional royalties and (b) such matter audit. The Rights Agent shall be resolved entitled to rely on any audit report delivered by the independent accounting firm 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 event 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 RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement4.5.

Audits. (a) Upon the no less than thirty (30) days’ prior written request of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreementfrom Intrexon, ACORDA shall, at RUSH’s expense, AquaBounty shall permit an independent certified public accounting firm of internationally recognized standing selected by RUSH Intrexon, and reasonably acceptable to ACORDA AquaBounty, to have access to and to review, during normal business hours, hours and upon no less than thirty (30) days days’ prior notice to ACORDAwritten notice, to such of the applicable records of ACORDA 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 Royalty 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 provide a written report as soon as practicable, which shall disclose only to 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 specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two yearsSuch audit may not be conducted more than once in any calendar year. 5.5.1. (b) If such accounting firm concludes that additional royalties amounts were owed during such period, ACORDA AquaBounty shall pay additional amounts, with interest from the additional royalties date originally due as set forth in Section 5.6, within sixty thirty (6030) days of receipt of the date RUSH delivers to ACORDA such accounting firm’s written report so concluding; provided however, that, in report. If 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 event 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 amount 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 RUSH; provided, however, that if an error in favor of RUSH of more underpayment is greater than five percent (5%) of the royalties due hereunder total amount actually owed for the period being reviewed is discoveredaudited, then ACORDA AquaBounty shall in addition reimburse Intrexon for all costs related to such audit; otherwise, Intrexon shall pay all costs of the reasonable fees and expenses charged by audit. In the event of overpayment, any amount of such accounting firmoverpayment shall be fully creditable against amounts payable for the immediately succeeding calendar quarter(s). 5.5.2. Upon the expiration of twenty-four (24c) months following the end of any Royalty Year Intrexon shall (subject to tolling of such period during the pendency of an audit relating to such period under Section 5.5.1 abovei) the calculation of royalties payable with respect to such year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review that it receives under this Section 5.5 5.4 in accordance with the confidentiality provisions of Article 7 and (ii) cause its accounting firm to enter into a confidentiality agreement with and acceptable to AquaBounty, such confidentiality agreement obligating 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. Upon the written request of RUSH and not more than once After Option exercise, during the twelve (12) month Agreement Term and for a period next following the expiration of each Royalty Year during the term of the Agreement, ACORDA shall[***] thereafter, at RUSH’s expensethe request and expense of Isis, Biogen Idec will permit an independent certified public accounting firm selected accountant of nationally recognized standing appointed by RUSH 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 ACORDA to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, to Biogen 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 Confidential Information. Upon completion of the records of ACORDA as may be reasonably necessary to verify audit, the accuracy of the royalty reports hereunder for any Royalty Year ending not more than twenty-four (24) months prior to the date of such request. The accounting firm shall will provide both Biogen Idec and Isis with a written report as soon as practicable, which shall disclose only disclosing whether the royalty reports payments made by Biogen Idec are correct or incorrect and the specific details concerning any discrepanciesdiscrepancies (“Audit Report”). This Section 5.5 shall survive If, as a result of any inspection of the expiration or termination books and records of Biogen Idec, it is shown that Biogen Idec’s payments under this Agreement for a period of two years. 5.5.1. If were less than the royalty amount which should have been paid, then Biogen Idec will make all payments required to be made by paying Isis the difference between such accounting firm concludes that additional royalties were owed during such period, ACORDA shall pay the additional royalties amounts to eliminate any discrepancy revealed by said inspection within sixty (60) 45 days of receiving the date RUSH delivers to ACORDA such accounting firm’s written report so concluding; provided howeverAudit Report, thatwith interest calculated in accordance with Section 6.12. If, in the event that ACORDA shall not be in agreement with the conclusion as a result 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 event 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 any inspection of the agreementbooks and records of Biogen Idec, RUSH shall reimburse ACORDA within 60 days for any remaining overpayment. The fees charged by such accounting firm shall be paid by RUSHit is shown that Biogen Idec’s payments under this Agreement were greater than the royalty amount which should have been paid, then [***]; provided, however, that if an error in favor of RUSH of [***]. Isis will pay for such audit, except that if Biogen Idec is found to have underpaid Isis by more than five percent (5%) [***] of the royalties due hereunder for amount that should have been paid, Biogen Idec will reimburse Isis’ reasonable costs of the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firmaudit. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. Upon the not less than [ * ] prior written request of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreementnotice, ACORDA shall, at RUSH’s expense, Grünenthal shall permit an independent independent, certified public accounting firm accountant selected by RUSH AcelRx and reasonably acceptable to ACORDA Grünenthal, which acceptance will not be unreasonably withheld or delayed (for the purposes of this Section 8.5, the “Auditor”), to have access audit or inspect those books or records of Grünenthal, its Affiliates and Sublicensees that relate to Net Sales and Royalty Reports for the sole purpose of verifying (a) the royalties payable hereunder in respect of Net Sales, (b) the withholding taxes, if any, required by Applicable Law to be deducted as a payment by Grünenthal in respect of such Net Sales and (c) the exchange rates used in determining the amount of United States dollars. The Auditor shall disclose to AcelRx only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement. The Auditor shall send a copy of the report to Grünenthal at the same time it is sent to AcelRx. Such inspections may be made no more than once each Calendar Year and during normal business hours, upon thirty (30) days prior notice to ACORDA, to such of the . Such records of ACORDA as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Royalty Year ending not particular Calendar Quarter shall be subject to no more than twenty-four (24) months prior one inspection. Inspections conducted under this Section 8.5 shall be at the expense of AcelRx, unless a variation or error producing an underpayment in amounts payable exceeding an amount equal to the date of such request. The accounting firm shall provide a written report as soon as practicable, which shall disclose only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement [ * ] for a period of two years. 5.5.1. If such accounting firm concludes that additional royalties were owed during such period, ACORDA shall pay covered by the additional royalties within sixty (60) days of the date RUSH delivers to ACORDA such accounting firm’s written report so concluding; provided however, thatinspection is established, 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 which case all reasonable costs relating to the provisions of Section 9.6 herein. In the event inspection for such accounting firm concludes period and any unpaid amounts that amounts were overpaid by ACORDA during such period, such over payment will be credited against future royalties; provided, however, that, in the event 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 are discovered shall be paid by RUSH; providedGrünenthal. AcelRx shall endeavor in such inspection not to disrupt the normal business activities of Grünenthal, howeveror its Affiliates or Sublicensees. Promptly after receiving the audit report, that if an error Grünenthal shall submit to AcelRx any underpayment discovered in favor of RUSH of more than five percent (5%) of the royalties due hereunder for the period being reviewed is discoveredsuch audit, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 together with respect to such year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 interest accrued in accordance with Section 8.7. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the confidentiality provisions Securities and Exchange Commission pursuant to Rule 24b-2 of this Agreementthe Securities Exchange Act of 1934, as amended.

Audits. (a) Upon the written request of RUSH Ambrx and not more than once during the twelve (12) month period next following the expiration of in each Royalty Year during the term of the AgreementCalendar Year, ACORDA shall, at RUSH’s expense, Agensys shall permit an independent certified public accounting firm of nationally recognized standing selected by RUSH Ambrx and reasonably acceptable to ACORDA Agensys, at Ambrx’s expense, to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA the Related Parties as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Royalty Calendar Year ending not more than twenty-four thirty six (2436) months prior to the date of such request. The accounting firm shall provide a written report as soon as practicable, which shall disclose to 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 specific details concerning amount of any discrepanciesdiscrepancy. This Section 5.5 No other information shall survive the expiration or termination of this Agreement for a period of two yearsbe provided to Ambrx. 5.5.1. (b) If such accounting firm concludes that additional royalties were owed identifies a discrepancy made during such period, ACORDA the appropriate Party shall pay the additional royalties other Party the amount of the discrepancy within sixty thirty (6030) days of the date RUSH Ambrx delivers to ACORDA Agensys such accounting firm’s written report so concluding; provided however, that, in or as otherwise agreed upon by 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 event 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 overpaymentParties. The fees charged by such accounting firm shall be paid by RUSHAmbrx; provided, however, that if such audit uncovers an error in favor underpayment of RUSH of more than five percent (5%) royalties by Agensys that exceeds [***] of the total royalties due hereunder owed for the period being reviewed is discoveredin question, then ACORDA shall pay the reasonable fees and expenses charged by of such accounting firmfirm shall be paid by Agensys. 5.5.2. (c) Agensys shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Agensys, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Ambrx’s independent accountant to the same extent required of Agensys under this Agreement. (d) Upon the expiration of twenty-four thirty six (2436) months following the end of any Royalty Year (subject to tolling of such period during the pendency of an audit relating to such period under Section 5.5.1 above) Calendar Year, the calculation of royalties payable with respect to such year Calendar Year shall be binding and conclusive upon RUSHAmbrx, and ACORDA Agensys and its Related Parties shall be released from any liability or accountability with respect to royalties for such yearCalendar Year. 5.5.3. RUSH (e) Ambrx shall treat all financial information subject to review under this Section 5.5 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 Agensys and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. (a) Upon the written request of RUSH Company, and not more than once during the twelve (12) month period next following the expiration of in each Royalty Year during the term of the AgreementCalendar Year, ACORDA shall, at RUSH’s expense, Licensee shall permit an independent certified public accounting firm of internationally recognized standing selected by RUSH Company, and reasonably acceptable to ACORDA Licensee, to have access to and to review, during normal business hourshours and upon no less than *** prior written notice, upon thirty (30) days prior notice to ACORDA, to such of the applicable records of ACORDA 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 Royalty 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 provide a written report as soon as practicable, which shall disclose to Company only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two years. 5.5.1. (b) If such accounting firm concludes that any payments were late or additional royalties amounts were owed during such period, ACORDA Licensee shall pay the late payments and/or additional royalties within sixty (60) days of amounts, with interest from the date RUSH originally due as set forth in Section 9.6, within *** after the date Company delivers to ACORDA such Licensee a notice referencing the accounting firm’s written report so concludingand requesting such payment. If the amount of the underpayment is greater than *** of the total amount actually owed for the Calendar Year audited, then Licensee shall in addition reimburse Company for all costs related to such audit; provided howeverotherwise, that, in Company shall pay all costs of 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 hereinaudit. In the event such accounting firm concludes that amounts were overpaid by ACORDA during such periodof overpayment, such over payment will be credited against future royalties; provided, however, that, in the event that RUSH shall not be in agreement with the conclusion any amount of such report (x) such matter overpayment shall be resolved pursuant a credit against the next royalty payment or payments due 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 agreementCompany, RUSH shall reimburse ACORDA within 60 days for any remaining overpaymentuntil fully utilized. The fees charged by such accounting firm shall be paid by RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review Any dispute under this Section 5.5 9.5 shall be subject to resolution in accordance with Article 15. (c) Licensee shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Licensee, to keep and maintain records of sales made pursuant to such distribution agreement or Sublicense and to grant access to such records by Company’s independent accountant to the same extent required by Licensee under this Agreement. (d) Company shall (i) treat all information that it receives under this Section 9.5 or under any sublicense agreement of Licensee in accordance with the confidentiality provisions of Article 11 and (ii) cause its accounting firm to enter into an acceptable confidentiality agreement with Licensee obligating 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. Upon the written request of RUSH A. LICENSEE agrees to maintain complete and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the accurate books and records in accordance 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, payments, statements and computations required by this Agreement, ACORDA shallincluding LICENSEE’s general ledger and financial 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 the right, on at RUSH’s expense, permit an independent certified public accounting firm selected by RUSH and reasonably acceptable to ACORDA to have access during normal business hours, upon least thirty (30) days days’ prior notice to ACORDAwritten notice, to examine such of the books and records of ACORDA as may be reasonably necessary to verify the accuracy of the royalty reports hereunder LICENSEE for any Royalty 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 dispute to representatives of each Party at least one level higher in their organizations than the principal negotiators. Negotiations shall commence upon the date either Party provides notice of such dispute to the other Party (the “Dispute Notice”). If the dispute is not resolved within thirty (30) days following the date of the Dispute Notice, such requestdispute shall be subject to final binding arbitration as provided herein. The accounting firm arbitration shall provide be conducted pursuant to the JAMS Comprehensive Arbitration Rules and Procedures in effect at the time that either Party makes a written report request for arbitration (the “Arbitration Rules”), and in accordance with the Expedited Procedures in those Arbitration Rules, including Rules 16.1 and 16.2 of those Arbitration Rules, except as soon as practicablemodified herein. Arbitrations between the Parties shall take place in New York, which New York. The arbitration shall disclose only whether take place before a single neutral arbitrator (the royalty reports are correct or incorrect “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-five (45) days of selection of the Arbitrator, and the specific details concerning any discrepancies. This Section 5.5 arbitration hearing shall survive the expiration or termination of this Agreement for a period of two years. 5.5.1. If such accounting firm concludes that additional royalties were owed during such period, ACORDA shall pay the additional royalties within be conducted no later than sixty (60) days after selection of the date RUSH delivers to ACORDA such accounting firm’s written report so concluding; provided however, that, 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 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 arbitration shall be resolved pursuant to final and binding upon the provisions Parties and shall be enforceable by judgment of Section 9.6 hereinany court of competent jurisdiction. In any arbitration under this provision, 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 event that RUSH shall not be in agreement with the conclusion of such report (x) such matter Prevailing Party shall be resolved pursuant entitled to reimbursement of its reasonable costs and expenses (but not its attorney’s fees) for 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 overpaymentarbitration. The fees charged by such accounting firm SESAC shall be paid by RUSH; provided, however, that deemed the “Prevailing Party” if the result reveals an error in favor underpayment of RUSH of more 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 royalties due hereunder arbitration. LICENSEE further agrees to the exclusive jurisdiction of the federal or state courts in New York, New York for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end purposes of any Royalty Year (subject pre-arbitral injunctive relief, including any application for a preliminary injunction or order compelling arbitration, and waive any objection to tolling 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 such period during any arbitration hereunder without the pendency 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 relating as described in Section 5 of this Agreement to such period under Section 5.5.1 above) the calculation of royalties payable with respect to such year shall be binding RMLC and conclusive upon RUSHits counsel, and ACORDA shall the results of any such arbitration may be released from disclosed in any liability subsequent mediation or accountability with respect arbitration to royalties for such yearwhich SESAC and RMLC or LICENSEE are parties. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. Upon the no less than five (5) Business Days prior written request notice of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the AgreementIndevus, ACORDA shall, at RUSH’s expense, Valera shall permit an independent certified public accounting firm of recognized standing, selected by RUSH Indevus and reasonably acceptable to ACORDA Valera, to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA as may be reasonably Valera to the extent necessary to verify the accuracy of the royalty reports hereunder under Section 5.2 for any 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 only to Indevus whether the royalty reports are correct or incorrect and incorrect, the specific details concerning any discrepanciesdiscrepancies and such other information that should properly be contained in a report required under this Agreement. This The number of audits conducted of the records of Valera pursuant to this Section 5.5 5.3 shall survive not exceed one (1) with respect to each Year of the expiration or termination of this Agreement for a period of Term or, assuming the Term expires not later than December 31, 2008, two years(2) with respect to the entire Term. 5.5.1. (a) If such accounting firm concludes that additional royalties amounts were owed during by Valera for such periodYear, ACORDA Valera shall pay the additional royalties payments, together with interest at the Prime Rate on the amount of such additional payments, within sixty ten (6010) days of the date RUSH Indevus delivers to ACORDA Valera such accounting firm’s written report so 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 9.6 herein. In the event such accounting firm concludes that amounts were overpaid by ACORDA Valera during such period, such over payment will be credited against future royalties; provided, however, that, in Indevus shall repay Valera the event that RUSH shall not be in agreement with the conclusion amount of such report overpayment, together with interest at the Prime Rate on the amount of such overpayment, within ten (x10) 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 days of the agreement, RUSH shall reimburse ACORDA within 60 days for any remaining overpaymentdate Indevus delivers to Valera such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by RUSHIndevus; provided, however, that if an error in favor of RUSH Indevus of more than five percent (5%) [*] of the royalties payments due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged of the accounting firm shall be paid by such accounting firmValera. 5.5.2. (b) Upon the expiration of twenty-four (24) [*] months following the end of any Royalty Year (subject to tolling year for which Valera has made payment in full of such period during the pendency of an audit relating to such period under Section 5.5.1 above) the calculation of royalties amounts payable with respect to such 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 RUSHValera, and ACORDA Valera shall be released from any liability or accountability with respect to royalties payments for such year. 5.5.3. RUSH (c) Each Party shall treat all financial information subject to review under this Section 5.5 5.3 in accordance with the confidentiality provisions of this Agreement.

Audits. 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 of RUSH and not more than once during the twelve at its expense (12) month period next following the expiration of each Royalty Year during the term of the Agreementexcept as provided for herein), ACORDA shall, at RUSH’s expense, permit cause an internationally-recognized independent certified public accounting firm selected by RUSH 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 reasonably acceptable expense, except as otherwise set forth in subsection (v) below) during ordinary business hours the books and records of the Auditee and the correctness of any payment made or required to ACORDA be made to have access during normal business hoursor by such Auditee, upon 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 which case, more frequent audits will be permitted; and (iii) the Audit Rights Holder shall only be entitled to audit books and records of the Auditee from the three (3) Agreement Years prior to the Agreement Year in which the audit request is made. iii. In order to initiate an audit for a particular Agreement Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder shall provide the Auditee with notice of one or more proposed dates of the audit not less than thirty (30) calendar days prior notice to ACORDA, to such of the records of ACORDA as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Royalty Year ending not more than twenty-four (24) months prior to the date first proposed date. The Auditee will reasonably accommodate the scheduling of such requestaudit. The Auditee shall reasonably cooperate with such audit. iv. The audit report and basis for any determination by an Audit Team shall be made available for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to 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 that shall provide make a written report final determination as soon as practicableto the remaining matters in dispute that shall be binding upon the parties. v. If the audit shows any under-reporting or underpayment, which or overcharging by any party, that under-reporting, underpayment or overcharging shall disclose only whether be reported to the royalty reports are correct or incorrect Audit Rights Holder and the specific details concerning any discrepancies. This Section 5.5 underpaying or overcharging party shall survive remit such underpayment or reimburse such overcompensation to the expiration underpaid or termination of this Agreement for a period of two years. 5.5.1. If such accounting firm concludes that additional royalties were owed during such period, ACORDA shall pay the additional royalties overcharged party within sixty *** (60***) calendar days of receiving the date RUSH delivers to ACORDA such accounting firm’s written report so concluding; provided howeveraudit report. Further, that, if the audit for an Agreement Year shows an under-reporting or underpayment or an overcharge by any party for that period in the event that ACORDA shall not be in agreement with the conclusion excess 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 event 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 RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5***%) of the royalties due hereunder amounts properly determined, the underpaying or overcharging party, as the case may be, shall reimburse the applicable underpaid or overcharged party, for the period being reviewed is discovered, then ACORDA shall pay the reasonable its respective audit fees and reasonable out-of-pocket expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 in connection with respect to such year said audit, which reimbursement shall be binding made within *** (***) calendar days of receiving appropriate invoices and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties other support for such yearaudit-related costs. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. 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 RUSH 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 during in any twelve (12) month period, and must be limited to the twelve (12) month period next following months immediately proceeding the expiration of each Royalty Year during date on which such audit will occur; (g) the term auditors will provide their final conclusions of the Agreement, ACORDA shall, at RUSH’s expense, permit an independent certified public accounting firm selected by RUSH audit to Company and reasonably acceptable to ACORDA to have access during normal business hours, upon Microsoft simultaneously and within thirty (30) days prior notice to ACORDA, to such after the last day of the records of ACORDA as audit. No audit may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Royalty Year ending not occur more than twenty-four twelve (2412) months prior to after the date of such request. The accounting firm shall provide a written report as soon as practicable, which shall disclose only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two years. 5.5.1. If such accounting firm concludes that additional royalties were owed during such period, ACORDA shall pay the additional royalties within sixty (60) days of the date RUSH delivers to ACORDA such accounting firm’s written report so 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 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 event 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 RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions last day of this Agreement. Any information disclosed to or otherwise learned by Company or its auditors in connection with an audit conducted pursuant to this paragraph constitutes Confidential Information of Microsoft and is subject to the limitations on use set forth in the NDA. If an audit reveals that Microsoft has over-charged Company by [*] or more of the amounts due for any audited period of time, Microsoft will refund such fees to Company within [*] following conclusion of the 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 such overpayments.

Audits. Upon the written request and advance notice of RUSH and not more less than once during the twelve thirty (1230) month period next following the expiration of each Royalty Year during the term of the Agreementdays, ACORDA shall, at RUSH’s expense, Buyer shall permit an internal auditor or independent certified public accounting firm accountant selected by RUSH Resistys and reasonably acceptable to ACORDA Buyer, which acceptance shall not be unreasonably withheld or delayed, to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA 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 Royalty Year calendar year ending not more than twenty-four three (243) months calendar years prior to the date of such request. The accounting firm All such verifications shall provide a written report as soon as practicablebe conducted at Resistys’ expense and not more than once in any calendar year. If, which shall disclose only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two years. 5.5.1. If after consultation with Buyer, such accounting firm concludes Resistys representative concludes, providing sufficient evidence, that additional royalties amounts were owed to Resistys during such periodperiod pursuant to Section 4.3, ACORDA shall pay the additional royalties amount shall be paid by Buyer within sixty thirty (6030) days of the date RUSH Resistys delivers to ACORDA Buyer such accounting firmrepresentative’s written report so 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 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 event 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 and expenses charged by such accounting firm representative shall be paid by RUSH; provided, however, Resistys unless the audit discloses that if an error in favor of RUSH of the amounts payable by Buyer for the audited period are underpaid by more than five percent (5%) of the royalties due hereunder for the period being reviewed is discovered), then ACORDA in which case Buyer shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon representative as well as the expiration of twenty-four (24) months following the end of any Royalty Year (subject to tolling amount of such period during underpayment. Any overpayment will be refundable or credited against future payments hereunder. Buyer shall include in each sublicense of the pendency RESprotect Patent Rights a provision requiring the sublicensee to make reports to Buyer, to keep and maintain records of an audit relating sales made pursuant to such period under Section 5.5.1 above) the calculation of royalties payable with respect sublicense and to grant access to such year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect records by Resistys’ representatives to royalties for such year. 5.5.3the same extent required of Buyer under this Agreement. RUSH shall treat Resistys agrees that all financial information subject to review under this Section 5.5 4.5(g) or under any sublicense agreement will be Confidential Information and that Resistys will cause its representatives to retain all such information in accordance with the confidentiality provisions of this Agreementconfidence.

Audits. (a) Upon the written request of RUSH the Majority Holders and not no more than once during any calendar year, and upon reasonable notice, the twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreement, ACORDA shall, at RUSH’s expense, permit Company shall provide an independent certified public accounting firm of nationally recognized standing selected by RUSH the Majority Holders and reasonably acceptable to ACORDA to have the Company (the “Independent Accountant”) with access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA 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 Royalty Year ending period within the preceding three (3) years that has not more than twenty-four (24) months prior to the date of such requestpreviously been audited in accordance with this Section 7.6. The accounting firm shall provide a written report as soon as practicable, which shall disclose only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two years. 5.5.1. If such accounting firm concludes that additional royalties were owed during such period, ACORDA Company shall pay for the additional royalties within sixty (60) days of fees charged by the date RUSH delivers to ACORDA such accounting firm’s written report so 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 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 event 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) Independent Accountant in the event that the overpayment to RUSH exceeds royalties due and owing to Rush over Independent Accountant determines that 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 amount paid by RUSHthe Company is more than ten percent (10%) below the amount due; provided, however, that if an error the Majority Holders shall pay for the fees charged by such Independent Accountant in favor of RUSH of more the event that the Independent Accountant determines that the amount paid by the Company is equal to or less than five ten percent (510%) below the amount due, which amount the Company may deduct from any future CVR Payments payable pursuant to this CVR Agreement. The Independent Accountant shall disclose to the Majority Holders only the 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 due, and shall disclose no other information revealed in such audit. The Independent Accountant shall provide the Company with a copy of all disclosures made to the royalties due hereunder Majority Holders. This covenant shall survive the termination of this CVR Agreement for a period of three (3) years; provided that the period Holders shall only be entitled to one audit following termination of this CVR Agreement. (b) If the Independent Accountant concludes that any Net Sales Payment amount should have been greater than the Net Sales Payment set forth in an applicable Net Sales Statement (the difference being reviewed is discoveredthe “CVR Shortfall”), then ACORDA the Company shall pay the reasonable fees 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 shall bear interest at the Shortfall Interest Rate beginning from thirty (30) days after the date the Majority Holders deliver to the Company the Shortfall Report until payment is made to the Trustee. The decision of such Independent Accountant shall be final, conclusive and expenses charged by such accounting firmbinding on the Company and the Holders, shall be non-appealable and shall not be subject to further review. 5.5.2. (c) Upon the expiration of twenty-four three (243) months years following the end of any Royalty Year (subject to tolling of such period during the pendency of an audit relating to such period under Section 5.5.1 above) Net Sales Measuring Period, the calculation of royalties the Net Sales Payment payable with respect to such year Net Sales Measuring Period shall be conclusive and binding and conclusive upon RUSHon each Holder, and ACORDA the Company shall be released from any liability or accountability with respect to royalties for payments in respect of such yearNet Sales Measuring Period in excess of such Net Sales Payment. 5.5.3. RUSH (d) Each person seeking to receive information from the Company in connection with a review or audit shall treat enter into, and shall cause its accounting firm to enter into, a reasonable and mutually satisfactory confidentiality agreement with the Company obligating such party to retain all such financial information subject disclosed to review 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 5.5 in accordance 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 confidentiality provisions Company may again exercise its rights of this Agreementaudit under the license agreement with such licensee.

Audits. (a) Upon the written request of RUSH Checkpoint, and not more than once during the twelve (12) month period next following the expiration of in each Royalty Year during the term of the AgreementCalendar Year, ACORDA shall, at RUSH’s expense, TGTX shall permit an independent certified public accounting firm (“Auditors”) of nationally recognized standing selected by RUSH Checkpoint and reasonably acceptable to ACORDA TGTX, at Checkpoint’s expense, to have access to and to review, during normal business hourshours upon reasonable prior written notice, upon thirty (30) days prior notice to ACORDA, to such of the applicable records of ACORDA 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 Royalty 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 provide a written report as soon as practicable, which shall disclose to Checkpoint only whether the royalty reports and Milestone Payments are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Checkpoint by the Auditors. This Section 5.5 right to audit shall survive remain in effect during the expiration or termination Term of this Agreement and for a period of two years(2) years after the termination of this Agreement. 5.5.1. (b) If such accounting firm concludes that additional royalties or Milestone Payments were owed during such period, ACORDA TGTX shall pay the additional royalties and Milestone Payments within sixty (60) 20 days of after the date RUSH such public accounting firm delivers to ACORDA TGTX such accounting firm’s written report so 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 9.6 hereinreport. In the event If such accounting firm concludes that an overpayment was made, such overpayment shall be fully creditable against amounts were overpaid 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 ACORDA during such Checkpoint, unless TGTX has underpaid Checkpoint by $50,000 or more for a specific royalty period, such over payment will be credited against future royalties; provided, however, that, in the event that RUSH which case TGTX 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 RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties due hereunder pay for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firmcosts of audit. 5.5.2. Upon the expiration of twenty-four (24c) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH Each Party shall treat all financial information subject to review that it receives under this Section 5.5 5.6 in accordance with the confidentiality provisions of Article VII of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party obligating 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. Upon the written request of RUSH and not more than once during the twelve (12) month period next following Until the expiration of each Royalty Year during this Agreement and for a period of one (1) year thereafter, the term of the Agreement, ACORDA shall, at RUSH’s expense, permit an independent certified public accounting firm selected by RUSH Company shall keep complete and reasonably acceptable accurate records in sufficient detail to ACORDA to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, to such of the records of ACORDA 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 Royalty 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 provide a written report disclose to Rights Agent or the Acting Holders, as soon as practicableapplicable, which shall disclose only whether the royalty reports are correct or incorrect not and the specific details concerning any discrepancies. This Section 5.5 No other information shall survive be shared. Such audits may be conducted during normal business hours upon reasonable prior written notice to the expiration or termination of this Agreement for a Company, but no more than frequently than once per year. No accounting period of two years. 5.5.1. If 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 firm concludes that additional royalties were owed during such period, ACORDA 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 pay be made by the additional royalties within sixty (60) days 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 date RUSH delivers facts, computation and methodology accounting for such adjustment to ACORDA such accounting firm’s written report so concluding; provided however, that, the extent not already reflected in the event that ACORDA 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 Rights Agent shall be 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 in agreement with deemed to have knowledge of any such adjustment or any such event unless and until it shall have received such report. The Acting Holders, as applicable, shall bear the conclusion full cost and expense of such report audit unless such audit discloses an underpayment by the Company of ten percent (a10%) ACORDA or more of the CVR Payment Amount due under this Agreement, in which case the Company shall not be required to pay bear the full cost and expense of such additional royalties and (b) such matter audit. The Rights Agent shall be resolved entitled to rely on any audit report delivered by the independent accounting firm 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 event 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 RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement4.5.

Audits. (a) Upon the written request of RUSH Targacept and not more than once during the twelve (12) month period next following the expiration of in each Royalty Year during the term of the Agreementcalendar year, ACORDA shall, at RUSH’s expense, APSA shall permit an independent certified public accounting firm selected of nationally recognized standing appointed by RUSH and reasonably acceptable to ACORDA Targacept, at Targacept’s expense, to have access during normal business hours, and upon thirty (30) days reasonable prior notice to ACORDAwritten notice, to such of the records of ACORDA APSA as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Royalty Year calendar year ending not more than twentythirty-four six (2436) months prior to the date of such request. The accounting firm shall provide a written report as soon as practicable, which shall disclose only to Targacept and APSA whether the royalty reports are correct or incorrect incorrect, the basis for its finding and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two years. 5.5.1. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, ACORDA APSA shall pay the additional royalties royalties, with interest from the 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 sixty thirty (6030) days of after the date RUSH Targacept delivers to ACORDA APSA such accounting firm’s written report so correctly concluding; provided however, that, . [********]. (c) APSA shall include 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 each sublicense granted by it pursuant to this Agreement a provision requiring the provisions Sublicensee to make reports to APSA, to keep and maintain records 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 event that RUSH shall not be in agreement with the conclusion of such report (x) such matter shall be resolved sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant 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 same extent required by such accounting firm shall be paid by RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firmAPSA under this Agreement. 5.5.2. Upon the expiration of twenty-four (24d) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH Targacept shall treat all financial information subject to review under this Section 5.5 7.12 in accordance with the confidentiality provisions of Article 9 of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with APSA obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.12(a).

Audits. (a) Upon the written request of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the AgreementIntrexon, ACORDA shall, at RUSH’s expense, Oragenics shall permit an independent certified public accounting firm of internationally recognized standing selected by RUSH Intrexon, and reasonably acceptable to ACORDA Oragenics, to have access to and to review, during normal business hours, hours and upon no less than thirty (30) days prior notice to ACORDAwritten notice, to such of the applicable records of ACORDA 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 Royalty Year calendar year ending not more than twenty-four three (243) months years prior to the date of such request. The accounting firm shall provide a written report as soon as practicable, which shall disclose only to 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 specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two yearsSuch audit may not be conducted more than once in any calendar year. 5.5.1. (b) If such accounting firm concludes that additional royalties amounts were owed during such period, ACORDA Oragenics shall pay additional amounts, with interest from the additional royalties date originally due as set forth in Section 5.9, within sixty thirty (6030) days of receipt of the date RUSH delivers to ACORDA such accounting firm’s written report so concluding; provided however, that, in report. If 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 event 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 amount 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 RUSH; provided, however, that if an error in favor of RUSH of more underpayment is greater than five percent (5%) of the royalties due hereunder total amount actually owed for the period being reviewed is discoveredaudited, then ACORDA Oragenics shall in addition reimburse Intrexon for all costs related to such audit; otherwise, Intrexon shall pay all costs of the reasonable fees and expenses charged audit. In the event of overpayment, any amount of such overpayment shall be fully creditable against amounts payable for the immediately succeeding calendar quarter(s); provided, however, that if such overpayment is reasonably expected to exceed the amount projected to be payable to Intrexon by such accounting firmOragenics over next [*****], Intrexon will promptly repay to Oragenics any amount exceeding that projected amount. 5.5.2. Upon the expiration of twenty-four (24c) months following the end of any Royalty Year Intrexon shall (subject to tolling of such period during the pendency of an audit relating to such period under Section 5.5.1 abovei) the calculation of royalties payable with respect to such year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review that it receives under this Section 5.5 5.7 in accordance with the confidentiality provisions of Article 7 and (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 Oragenics obligating 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. 4.6.1 Upon the written request of RUSH AEGIS and not more than once during the twelve (12) month period next following the expiration of in each Royalty Year during the term of the AgreementCalendar Year, ACORDA shall, at RUSH’s expense, OPIANT shall permit an independent certified public accounting firm of nationally recognized standing, selected by RUSH AEGIS and reasonably acceptable to ACORDA OPIANT, at AEGIS’ expense, to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA OPIANT as may be reasonably necessary to verify the accuracy of the royalty reports hereunder under Section 4.5 for any Royalty Year year ending not more than twentythirty-four six (2436) months prior to the date of such request. The accounting firm shall provide be required to sign a written report as soon as practicableconfidentiality agreement for the benefit of, which and in a form reasonably acceptable to, OPIANT, and shall disclose to AEGIS and OPIANT only whether the royalty reports are correct or incorrect not and the specific details concerning any discrepancies. This Section 5.5 No other information shall survive the expiration or termination of this Agreement for a period of two yearsbe shared. 5.5.1. 4.6.2 If such accounting firm concludes that additional royalties were owed during such the audited period, ACORDA OPIANT shall pay the such additional royalties within sixty thirty (6030) days of after the date RUSH AEGIS delivers to ACORDA OPIANT such accounting firm’s written report so 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 9.6 herein. In the event If such accounting firm concludes that amounts were OPIANT has overpaid by ACORDA royalties during such the audited period, OPIANT shall have the right 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 over payment will be credited against future additional royalties; provided, however, that, in . If the event that RUSH shall overpayment is not be in agreement with the conclusion of such report (x) such matter shall be resolved pursuant fully applied prior to the provisions final quarterly payment of Section 9.6 herein and (y) in the event that the overpayment to RUSH exceeds royalties due and owing hereunder, AEGIS shall promptly refund to Rush over the term of the agreement, RUSH shall reimburse ACORDA within 60 days for OPIANT an amount equal to any remaining overpayment. The fees charged by such accounting firm shall be paid by RUSH; ▇▇▇▇▇ provided, however, if the audit discloses that if an error in favor of RUSH of the royalties payable by OPIANT for such period are more than five one hundred ten percent (5110%) of the royalties due hereunder actually paid for the period being reviewed is discoveredsuch period, then ACORDA OPIANT shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon 4.6.3 OPIANT shall include in each permitted sublicense granted by it pursuant to the expiration License Agreement a provision requiring the sublicensee to make reports to OPIANT, and to keep and maintain records of twenty-four (24) months following the end of any Royalty Year (subject sales made pursuant to tolling such sublicense, and to permit audits by OPIANT of such period during the pendency of an audit relating records. OPIANT shall grant access to such period under reports by AEGIS’ independent accountant as set forth in Section 5.5.1 above) the calculation of royalties payable with respect to such year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year4.6.1. 5.5.3. RUSH 4.6.4 AEGIS shall treat all financial information subject to review under this Section 5.5 4.6 as Confidential Information of OPIANT consistent with Section 7, and shall cause its accounting firm to retain all such financial information in accordance with the confidentiality provisions of this Agreementconfidence.

Audits. Upon During the written request Royalty Term, Licensee shall keep records pertaining to the sale or other disposition of RUSH 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 during the twelve (12) month period next [***] following the expiration of each Royalty Year during the term end of the Agreement, ACORDA shall, at RUSH’s expense, permit Calendar Year to which they pertain. Pulmokine shall have the right to cause an independent certified public accounting firm selected by RUSH and reasonably acceptable to ACORDA 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, hours upon reasonable prior written notice (not to be less than thirty (30) days prior notice days) to ACORDALicensee. Upon request, to such of the records of ACORDA as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Royalty Year ending not more than twenty-four (24) months prior to the date of such request. The accounting firm shall provide execute a written report as soon as practicableconfidentiality 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 disclose only whether be paid promptly following receipt of an invoice therefor. Pulmokine shall bear the royalty reports are correct full cost and expense of such audit unless such audit discloses an underpayment by Licensee of [***] percent ([***]%) or incorrect and more of the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination amount of royalties due under this Agreement for a period the audited period, in which case Licensee shall bear the cost and expense of two years. 5.5.1such audit. If such Licensee in good faith disputes the conclusion of the accounting firm concludes under the first paragraph of this Section 3.8 that Licensee owes additional royalties were owed during such periodor other payments, ACORDA shall pay or any specific aspect of the additional royalties conclusion, then Licensee will inform Pulmokine by written notice within sixty (60) days of the date RUSH delivers to ACORDA such accounting firm’s written report so 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 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 event 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 receiving a copy of the agreementaudit containing such conclusion, RUSH shall reimburse ACORDA within 60 days specifying in detail the reasons for any remaining overpaymentLicensee’s disputing such conclusion. The fees charged by such accounting firm shall be paid by RUSH; provided, however, that if an error Parties will promptly thereafter meet and negotiate in favor of RUSH of more than five percent (5%) of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any Royalty Year (subject to tolling of such period during the pendency of an audit relating good faith a resolution to such period under Section 5.5.1 above) the calculation of royalties payable with respect to such year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such yeardispute. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. (i) Upon the written request of RUSH SHINYAKU and not more than once during the twelve (12) month period next following the expiration of in each Royalty Year during the term of the Agreementcalendar year, ACORDA shall, at RUSH’s expense, OPTIMER shall permit an independent certified public accounting firm of internationally recognized standing, selected by RUSH SHINYAKU and reasonably acceptable to ACORDA OPTIMER, at SHINYAKU's expense, to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA OPTIMER and its SUBLICENSEES as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Royalty Year 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 SHINYAKU only whether the royalty reports records are correct or incorrect and not and, if applicable, the specific details concerning any discrepancies. This Section 5.5 The accounting firm shall survive the expiration or termination provide a copy of this Agreement for a period of two yearsits report to OPTIMER. 5.5.1(ii) If the accounting firm concludes that OPTIMER overpaid for the COMPOUND during such period, OPTIMER shall be entitled to a credit for such overpayment against future payment for the COMPOUND. If such accounting firm concludes that additional royalties were payment for the COMPOUND was owed to SHINYAKU during such period, ACORDA OPTIMER shall pay the additional royalties payment within sixty thirty (6030) days of the date RUSH SHINYAKU delivers to ACORDA OPTIMER such accounting firm’s 's written report so 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 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 event 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 RUSHSHINYAKU; provided, however, if the audit discloses that if an error in favor of RUSH of the amount payable by OPTIMER for the audited period is more than one hundred five percent (5105%) of the royalties due hereunder amount actually paid for the period being reviewed is discoveredsuch period, then ACORDA OPTIMER shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2(iii) OPTIMER shall include in each permitted sublicense granted by it pursuant to this Agreement a provision requiring the SUBLICENSEE to make reports to OPTIMER, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by SHINYAKU's accounting firm to the same extent required of OPTIMER under this Agreement. Upon the expiration of twenty-four (24) months following the end of any Royalty Year (subject to tolling of such period during the pendency of an audit relating to such period under Section 5.5.1 above) year, the calculation of royalties the payment for the COMPOUND payable with respect to such year shall be binding and conclusive upon RUSHSHINYAKU, OPTIMER and its SUBLICENSEES, and ACORDA OPTIMER and its SUBLICENSEES shall be released from any liability or accountability with respect to royalties the payment for the COMPOUND for such year, except with respect to price reductions or rebates retroactively imposed by government authorities, including, but not restricted to, Medicare, Medicaid, and other government-run or controlled entities who may be involved in transactions involving the PRODUCT. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. (a) Upon the written request of RUSH HPA and not more than once during the twelve (12) month period next following the expiration of in each Royalty Year during the term of the AgreementCalendar Year, ACORDA shall, at RUSH’s expense, Emergent shall permit an independent certified public accounting firm of internationally recognized standing selected by RUSH HPA, and reasonably acceptable to ACORDA Emergent, to have access during normal business hours, and upon thirty (30) days reasonable prior notice to ACORDAwritten notice, to such of the records of ACORDA Emergent as may be reasonably necessary to verify the accuracy of the royalty reports hereunder provided in accordance with Section 5.6, for any Royalty Calendar 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 Emergent and HPA only whether the royalty reports financial statements and any related invoices are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 If such accounting firm concludes that Emergent owed additional amounts to HPA during such period, Emergent shall survive pay HPA the expiration or termination of this Agreement for a period of two years. 5.5.1difference between the amount actually owed, as determined by the accounting firm, and the amount actually paid by Emergent, with interest from the date originally due at the prime rate, as published in The W▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Edition, on the last business day preceding such date, within thirty (30) days after the date on which such accounting firm’s written report is delivered to HPA. If such accounting firm concludes that additional royalties were owed Emergent has underpaid HPA during such period, ACORDA Emergent shall pay the additional royalties such difference to HPA within sixty thirty (6030) days after the date of delivery of such report. If, and only if, the amount of the date RUSH delivers to ACORDA such accounting firm’s written report so 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 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 event 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 RUSH; provided, however, that if an error in favor of RUSH of more underpayment is greater than five percent (5%) of the royalties due hereunder for total actual amount owed as determined by the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firm, Emergent shall bear all costs related to such audit. In all other cases, HPA shall bear the cost of such audit. 5.5.2(b) Emergent shall include in each sublicense granted by it in a Major Market pursuant to this Agreement a provision requiring the Sublicensee to make reports to Emergent, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by HPA’s independent accountant to the same extent required of Emergent under this Agreement. Upon the expiration of twenty-four (24) months following the end of any Royalty Year (subject to tolling of such period during the pendency of an audit relating to such period under Section 5.5.1 above) year, the calculation of royalties amounts payable with respect to such year shall be binding and conclusive upon RUSHHPA, and ACORDA Emergent and its Sublicensees shall be released from any liability or accountability with respect to royalties amounts payable for such year. 5.5.3. RUSH (c) HPA shall treat all financial information subject to review under this Section 5.5 Article V in accordance with the confidentiality provisions of this AgreementArticle IV and shall cause its accounting firm to enter into a reasonably acceptable confidentiality agreement with Emergent obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement.

Audits. Upon the written request of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreement[***] calendar days prior notice from MorphoSys, ACORDA shall, at RUSH’s expense, COMPANY shall permit an independent certified public accounting firm selected by RUSH and reasonably acceptable to ACORDA to have access during normal business hours, upon thirty (30) days prior notice to ACORDAMorphoSys, to such of examine the relevant books and records of ACORDA COMPANY and its Affiliates and Sublicensees as may be reasonably necessary to verify the accuracy amounts reported by COMPANY in accordance with Section 8.3(d) and the payment of royalties hereunder. An examination by MorphoSys under this Section 8.3(g) shall occur not more than once in any calendar year and shall be limited to the royalty reports hereunder pertinent books and records for any Royalty Year calendar year ending not more than twenty-four (24) months prior to [***] years before the date of such the request. The accounting firm shall be provided access to such books and records at COMPANY’s or its Affiliates’ or Sublicensees’ facility(ies) where such books and records are normally kept and such examination shall be conducted during COMPANY’s or its Affiliates’ or Sublicensees’ facility(ies), normal business hours. COMPANY may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to COMPANY’s or its Affiliates’ or Sublicensees’ facilities or records. Upon completion of the audit, the accounting firm shall provide both COMPANY and MorphoSys a written report as soon as practicabledisclosing any discrepancies in the reports submitted by COMPANY or the royalties paid by COMPANY, which shall disclose only whether the royalty reports are correct or incorrect and and, in each case, the specific details concerning any discrepancies. This Section 5.5 MorphoSys shall survive be entitled to report the expiration or termination results of this Agreement for a period of two years. 5.5.1any such audit to Xencor. If such accounting firm concludes that additional royalties were owed during such perioddue to MorphoSys, ACORDA shall then COMPANY will pay to MorphoSys the additional royalties within sixty (60) [***] calendar days of the date RUSH delivers to ACORDA COMPANY receives such accounting firmaccountant’s written report so concluding; provided however, that, plus interest in the event amount of [***] percentage point above the then-applicable rate on the deposit facility of the [***] per annum. Further, if the amount of such underpayments exceeds more than [***] percent ([***]%) of the amount that ACORDA was properly payable to MorphoSys, then COMPANY shall not be reimburse MorphoSys for MorphoSys’ costs in agreement connection with the conclusion of audit (otherwise such report (a) ACORDA shall not be required to pay such additional royalties and (b) such matter audit shall be resolved pursuant to the provisions of Section 9.6 hereinat MorphoSys’ cost). In the event If such accounting firm concludes that amounts were COMPANY overpaid by ACORDA during royalties to MorphoSys, then MorphoSys will refund such period, such over payment will be credited against future royalties; provided, however, that, overpayments to COMPANY plus interest in the event that RUSH shall not be in agreement with amount of [***] percentage point above the conclusion of such report (x) such matter shall be resolved pursuant to then-applicable rate on 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 deposit facility of the agreement[***] per annum, RUSH shall reimburse ACORDA within 60 [***] calendar days for any remaining overpayment. The fees charged by such accounting firm shall be paid by RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by date MorphoSys receives such accounting firmaccountant’s report. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. 5.8.1 Upon the written request of RUSH PROTIVA and not more than once during the twelve (12) month period next following the expiration of in each Royalty Year during the term of the Agreementcalendar year, ACORDA shallMERCK shall permit, at RUSH’s expenseand shall cause its sublicensed Affiliates to permit, permit an independent certified public accounting firm of nationally recognized standing selected by RUSH PROTIVA and reasonably acceptable to ACORDA MERCK, at PROTIVA’s expense, to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA MERCK and its sublicensed Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Royalty Year calendar 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 PROTIVA only whether the royalty reports are correct or incorrect and the specific details concerning amount of any discrepanciesdiscrepancy. This Section 5.5 No other information shall survive the expiration or termination of this Agreement for a period of two yearsbe provided to PROTIVA. 5.5.1. 5.8.2 If such accounting firm concludes that additional royalties were owed correctly identifies a discrepancy made during such period, ACORDA the appropriate Party shall pay the additional royalties other Party the amount of the discrepancy within sixty (60) [*] days of the date RUSH PROTIVA delivers to ACORDA MERCK such accounting firm’s written report so correctly concluding; provided however, that, in or as otherwise agreed upon by 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 event 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 overpaymentParties. The fees and expenses charged by such accounting firm shall be paid by RUSH; providedPROTIVA, however, that if an error unless there was a discrepancy in MERCK’s favor of RUSH of more than five percent (5%) of the royalties due hereunder for the period being reviewed is discovered[*], then ACORDA in which case MERCK shall pay the reasonable pay, or reimburse PROTIVA for, all such fees and expenses charged by such accounting firmexpenses. 5.5.2. 5.8.3 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 PROTIVA’s independent accountant to the same extent required of MERCK under this Agreement. 5.8.4 Upon the expiration of twenty-four (24) [*] months following the end of any Royalty Year (subject to tolling of such period during the pendency of an audit relating to such period under Section 5.5.1 above) calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon RUSHPROTIVA, and ACORDA MERCK and its Affiliates shall be released from any liability or accountability with respect to royalties for such calendar year, unless PROTIVA shall have, prior to that time, made a timely request for an audit of such calculations for that period pursuant to this Section 5.8. 5.5.3. RUSH 5.8.5 PROTIVA shall treat all financial information subject to review under this Section 5.5 5.8 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 Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. Upon the written request of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the AgreementNEKTAR AL, ACORDA shall, at RUSH’s expense, COMPANY shall permit an independent certified public accounting firm of recognized national standing in the United States, selected by RUSH NEKTAR AL and reasonably acceptable to ACORDA COMPANY, at NEKTAR AL’s expense, to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA 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 Royalty Year year ending not more than twenty-four (24) months prior to the date of such request. The accounting firm Any such verifications shall provide a written report as soon as practicable, which shall disclose only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination be carried out under conditions of this Agreement for a period of two years. 5.5.1confidentiality. If such accounting firm concludes establishes that additional royalties royalty amounts were owed to NEKTAR AL during such period, ACORDA COMPANY shall pay the such additional royalties at the rate of twelve percent (12%) per annum, compounded monthly, or the maximum rate allowed under LAW, whichever is less, from the date such royalty amounts were payable) within sixty thirty (6030) days of the date RUSH NEKTAR AL delivers to ACORDA COMPANY such accounting firm’s written report so 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 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 event 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 RUSHNEKTAR AL; provided, provided however, that if an error in favor of RUSH of the audit discloses that the royalties payable by COMPANY for the audited period are more than one hundred five percent (5105%) of the royalties due hereunder actually paid for such period, or if the period being reviewed is discoveredaudit discloses that COMPANY has not complied with Section 4.1, then ACORDA COMPANY shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any Royalty Year (subject to tolling of such period during the pendency of an audit relating to such period under Section 5.5.1 above) calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon RUSH, NEKTAR AL and ACORDA shall be released from any liability or accountability with respect to royalties for such yearCOMPANY and its SUBLICENSEES. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. (a) Upon the *** prior written request of RUSH FivePrime and not more than once *** in during the twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreementany Calendar Year, ACORDA shall, at RUSH’s expense, BMS shall permit an independent certified public accounting firm of nationally recognized standing selected by RUSH and reasonably acceptable to ACORDA FivePrime, at FivePrime’s expense, to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA BMS as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Royalty Year year ending not more than twenty-four (24) *** months prior to the date of such request; provided that if FivePrime has timely commenced an audit with respect to any earlier time period and such audit shall be pending or its results disputed, FivePrime shall have continued access to the records of such earlier time period. The accounting firm shall provide a written report as soon as practicable, which shall disclose only to FivePrime whether the royalty reports are correct or incorrect and incorrect, the specific details concerning amount of any discrepancies. This Section 5.5 shall survive royalty discrepancy, as well as the expiration or termination calculation of this Agreement for a period of two yearsthe foregoing. 5.5.1. (b) If such accounting firm concludes that additional royalties were owed correctly identifies an underpayment made by BMS during such period, ACORDA BMS shall pay FivePrime 100% of the additional royalties amount of the underpayment, plus applicable interest as set forth in Section 8.4.5, within sixty (60) days of the date RUSH FivePrime delivers to ACORDA BMS such accounting firm’s written report so concluding; provided however, that, or as otherwise agreed upon in writing by the event that ACORDA Parties. FivePrime shall not be in agreement with pay 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 fees charged by such accounting firm concludes that amounts were overpaid by ACORDA during such period, such over payment will be credited against future royaltiesfirm; provided, however, thatif such audit uncovers an underpayment by BMS that exceeds *** of the total payment due for the period under audit, in then BMS shall pay the event that RUSH shall not be in agreement with the conclusion fees of such report (x) such matter shall be resolved pursuant to the provisions of Section 9.6 herein and (y) in accounting firm whether previously paid by FivePrime or then due. In the event that the accounting firm uncovers an overpayment by BMS, then BMS shall credit such overpayment against any royalty payments owing in the Calendar Quarter following the Calendar Quarter in which such audit was completed, such future royalty payments to RUSH exceeds be adjusted accordingly on a carry-forward basis until such overpayment amount has been fully credited against future 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 RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firmFivePrime. 5.5.2. Upon (c) BMS shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the expiration sublicensee to make reports to BMS, to keep and maintain records of twenty-four (24) months following the end of any Royalty Year (subject to tolling of such period during the pendency of an audit relating sales made pursuant to such period under Section 5.5.1 above) the calculation of royalties payable with respect sublicense and to grant access to such year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect records by FivePrime’s independent accountant to royalties for such yearthe same extent required of BMS under this Agreement. 5.5.3. RUSH (d) FivePrime shall treat all financial information subject to review under this Section 5.5 8.4.6 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 BMS or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 3.5.1 Upon the written request of RUSH PCCA and not more than once during the twelve (12) month period next following the expiration of in each Royalty Year during the term of the Agreementcalendar year, ACORDA shall, at RUSH’s expense, Imprimis shall permit an independent certified public accounting firm of nationally recognized standing selected by RUSH PCCA and reasonably acceptable to ACORDA Imprimis, at PCCA’s expense, to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the financial records of ACORDA Imprimis as may be reasonably necessary to verify the accuracy of the royalty payment reports hereunder for any Royalty Year ending not more than twenty-four the eight (24) months 8) calendar quarters immediately prior to the date of such request. The accounting firm shall provide a written report as soon as practicable, request (other than records for which shall disclose only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This PCCA has already conducted an audit under this Section 5.5 shall survive the expiration or termination of this Agreement for a period of two years3.5). 5.5.1. 3.5.2 If such accounting firm concludes that additional royalties amounts were owed during such the audited period, ACORDA Imprimis shall pay the such additional royalties amounts within sixty thirty (6030) days of after the date RUSH PCCA delivers to ACORDA Imprimis such accounting firm’s written report so 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 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 event 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 RUSHPCCA; provided, however, if the audit discloses that if an error in favor of RUSH of the commissions payable by Imprimis for such period are more than five one hundred ten percent (5110%) of the royalties due hereunder commissions actually paid for the period being reviewed is discoveredsuch period, then ACORDA Imprimis shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any Royalty Year (subject 3.5.3 PCCA shall cause its accounting firm 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat retain all financial information subject to review under this Section 5.5 3.5 in accordance 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 PCCA only whether the confidentiality provisions reports are correct or not and the amount of this Agreementany discrepancy. No other information shall be shared. PCCA shall treat all such financial information as Imprimis’ confidential information.

Audits. Upon the [***] prior written request of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreementnotice from ImmunoGen, ACORDA shall, at RUSH’s expense, CytomX shall permit an independent certified public accounting firm of internationally recognized standing selected by RUSH ImmunoGen and reasonably acceptable to ACORDA CytomX to have access during normal business hoursexamine, upon thirty (30) days prior notice to ACORDAat ImmunoGen’s sole expense, to such of the relevant books and records of ACORDA 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 Royalty Calendar Year ending not more than twenty-four (24) months prior to [***] before the date of such the request. The accounting firm shall be provided access to 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 as soon as practicable, which shall disclose only disclosing whether the royalty reports submitted by CytomX are correct or incorrect, whether the royalties paid are correct or incorrect and and, in each case, the specific details concerning any discrepancies. This Section 5.5 CytomX and ImmunoGen shall survive each have the expiration or termination of this Agreement for right to request a period of two years. 5.5.1. If such accounting firm concludes that additional royalties were owed during such period, ACORDA shall pay the additional royalties within sixty (60) days of the date RUSH delivers to ACORDA such accounting firm’s written report so 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 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 event 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 further determination by such accounting firm as to matters which such Party disputes within [***] 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 dispute notice is provided, which determination shall be paid 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 RUSH; providedgood faith discussion. The results of any such audit, however, that if an error in favor of RUSH of more than five percent (5%) of reflecting the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end ’s determination of any 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 year disputed matters, shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such yearon both Parties. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. Upon the 6.7.1 For so long as GSK is obligated to make payments under this Agreement and for a period of *** months thereafter, upon *** days prior written request of RUSH FivePrime and not more than once during the twelve (12) month period next following the expiration of in each Royalty Year during the term of the AgreementCalendar Year, ACORDA shall, at RUSH’s expense, GSK shall permit an independent certified public accounting firm of nationally recognized standing selected by RUSH and reasonably acceptable to ACORDA FivePrime, at FivePrime’s expense, to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA GSK as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Royalty Year year ending not more than twenty-four (24) *** months prior to the date of such request; provided that if FivePrime has timely commenced an audit with respect to any earlier time period and such audit is still pending or its results are being disputed, FivePrime shall have continued access to the records of such earlier time period until such time as the pending audit is concluded or such dispute regarding the audit results is resolved. The accounting firm shall provide a written report as soon as practicable, which shall disclose only to FivePrime whether the royalty reports are correct or incorrect and incorrect, the specific details concerning amount of any discrepancies. This Section 5.5 shall survive royalty discrepancy, as well as the expiration or termination calculation of this Agreement for a period of two yearsthe foregoing. 5.5.1. 6.7.2 If such accounting firm concludes that additional royalties were owed correctly identifies an underpayment made by GSK during such period, ACORDA GSK shall pay FivePrime *** percent (***%) of the additional royalties amount of the underpayment, plus applicable interest as set forth in Section 6.6 above, within sixty (60) *** days of the date RUSH FivePrime delivers to ACORDA GSK such accounting firm’s written report so concluding; provided however, that, or as otherwise agreed upon in writing by 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 event 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 overpaymentParties. The fees charged by such accounting firm shall be paid by RUSHFivePrime; provided, however, if such audit uncovers an underpayment by GSK that if an error in favor of RUSH of more than five exceeds *** percent (5***%) of the royalties total payment due hereunder for the period being reviewed is discoveredunder audit, then ACORDA shall pay the reasonable fees and expenses charged by of such accounting firmfirm shall be paid by GSK. In the event that the accounting firm uncovers an overpayment by GSK, then such overpayment by GSK shall be credited against any royalty payments owing in the Calendar Quarter following the Calendar Quarter in which such audit was completed, such future royalty payments to be adjusted accordingly on a carry-forward basis until such overpayment amount has been fully credited against future royalties owing to FivePrime. 5.5.2. Upon 6.7.3 GSK shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the expiration sublicensee to make reports to GSK, to keep and maintain records of twenty-four (24) months following the end of any Royalty Year (subject to tolling of such period during the pendency of an audit relating sales made pursuant to such period under Section 5.5.1 above) the calculation of royalties payable with respect sublicense and to grant access to such year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect records by FivePrime’s independent accountant to royalties for such yearthe same extent required of GSK under this Agreement. 5.5.3. RUSH 6.7.4 FivePrime shall treat all financial information subject to review under this Section 5.5 6.7 or under any sublicense agreement as Confidential Information of GSK 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 GSK or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. Upon 14.1 Purepac or its authorized representative shall have the written request of RUSH and right, at its own cost, to visit Plantex's facility during regular business hours (not more than once during the twelve any calendar year of this Agreement) provided Purepac gives fourteen (12) month period next following the expiration of each Royalty Year during the term of the Agreement, ACORDA shall, at RUSH’s expense, permit an independent certified public accounting firm selected by RUSH and reasonably acceptable to ACORDA to have access during normal business hours, upon thirty (3014) days prior written notice to ACORDAPlantex. During any such visit, Purepac's representatives shall have the right (a) to such inspect that portion of the manufacturing facilities related to the manufacture of API, (b) to inspect quality control procedures impacting API, (c) to audit any records and reports pertinent to the development, manufacturing, disposition or transport of ACORDA as may be reasonably necessary API to verify ensure that Plantex complies with all applicable regulations for the accuracy production of API, including, without limitation, compliance with applicable cGMP. 14.2 Purepac shall keep complete and accurate records and books of account containing all information required for the royalty reports hereunder for computation and verification of any Royalty Year ending not amounts payable to Plantex hereunder. 14.3 Plantex shall have the right, no more than twenty-four (24) months prior once annually, upon written notice delivered to the date of such request. The accounting firm shall provide a written report as soon as practicable, which shall disclose only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two years. 5.5.1. If such accounting firm concludes that additional royalties were owed during such period, ACORDA shall pay the additional royalties Purepac within sixty (60) days of its receipt of the date RUSH delivers Annual Net Profit Statement, and at its own cost, during regular business hours, to ACORDA such accounting firm’s have an independent professionally qualified auditor, reasonably approved by Purepac, audit Purepac's records relative to Purepac's cost of goods, Net Sales, net profits, and the calculation and determination of the payments to Plantex set forth in Section 9.2 hereof. 14.4 Plantex shall have the right, upon written report so concluding; provided howevernotice delivered to Purepac within ninety (90) days of its receipt of any share of any net proceeds of any settlement of the Litigation, 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 Section 9.2 hereof, at its own cost, during regular business hours, to have an independent professionally qualified auditor, reasonably approved by Purepac, audit Purepac's records relative to Purepac's calculation of net proceeds set forth in Section 9.2 hereof. 14.5 Purepac agrees that at the provisions request of Plantex, Plantex shall have the right to have an independent professionally qualified auditor, reasonably approved by Purepac, have access upon reasonable notice and during ordinary working hours (not more than once during the Exclusivity Period and not more than once following "true-up" under Section 9.6 herein5.9 hereof) to such records as may be necessary to audit any payment to Plantex hereunder. In the event that any 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, inspection reveals a deficiency in the event that RUSH shall not be in agreement with the conclusion excess 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 RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%), Purepac shall promptly pay to Plantex, the deficiency, plus interest thereon at the prime rate (as reported in The Wall Street Journal) of the royalties due hereunder per annum, and shall reimburse Plantex for the period being reviewed is discovered, then ACORDA shall pay the reasonable and documented fees and expenses charged by paid to such accounting firmauditor. 5.5.2. Upon 14.6 In the expiration of twenty-four (24) months following the end of any Royalty Year (subject to tolling of such period during the pendency event of an audit by any Regulatory Authority relating to such period under Section 5.5.1 above) the calculation of royalties payable with respect to such year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions matter of this Agreement, Plantex and Purepac each shall supply the other with a copy of any report received from such Regulatory Authority and shall use its best efforts to provide such Regulatory Authority with a prompt, accurate and complete response to any deficiencies noted during the audit. Both parties agree that they shall use their best efforts to promptly address, and if necessary correct, any and all such deficiencies to the satisfaction of such Regulatory Authority.

Audits. (a) XOMA shall maintain, for at least [*] years from the date of creation, accurate records and accounts of costs of Manufacturing the Bulk Drug Substance in order to allow Servier to determine the accuracy of the calculation of XOMA Manufacturing Costs. Upon the written request of RUSH Servier and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreementin any calendar year, ACORDA shall, at RUSH’s expense, XOMA shall permit an independent certified public accounting firm of internationally recognized standing, selected by RUSH Servier and reasonably acceptable to ACORDA XOMA and under binder of confidentiality, to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA XOMA as may be reasonably necessary to verify the accuracy of the royalty reports such calculations hereunder for any Royalty Year 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 Servier only whether the royalty reports records are correct or incorrect not and the specific details concerning any discrepancies. This Section 5.5 The findings of such inspection shall survive be XOMA’s Confidential Information for the expiration purposes of Article 10; provided that Servier shall have the right to disclose such findings to any sublicensee or termination of this Agreement for a period of two yearsAffiliate in accordance with Article 10. 5.5.1(b) If such accounting firm concludes that Servier has overpaid for the Bulk Drug Substance supplied during such period, XOMA shall refund Servier the amount overpaid within [*] days after the receipt of such accounting firm’s written report so concluding. If such accounting firm concludes that additional royalties amounts were owed by Servier for the for the Bulk Drug Substance supplied during such period, ACORDA Servier shall pay the additional royalties amounts to XOMA within sixty (60) [*] days after the receipt of the date RUSH delivers to ACORDA such accounting firm’s written report so concluding. Any such audit of records shall be at Servier’s expense; provided however, that, 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 event 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 audit discloses an 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 RUSH; provided, however, that if an error in favor of RUSH of more than five [*] percent (5[*]%) of between the royalties amounts paid and the amounts due hereunder for the period being reviewed is discoveredto XOMA, then ACORDA XOMA shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any Royalty Year (subject to tolling expense 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such yearaudit. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. 6.10.2.1. Upon the written request of RUSH Mersana and with at least [***] days prior written notice, but not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreementin any Calendar Year, ACORDA shall, at RUSH’s expense, Merck will permit an independent certified public accounting firm of internationally recognized standing, selected by RUSH Mersana and reasonably acceptable to ACORDA Merck, at Mersana’s sole cost and expense (except as set forth in this Section 6.10.2), to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA Merck as may required to be reasonably necessary maintained under this Agreement to verify the accuracy of the royalty reports hereunder Royalty Reports due hereunder. Such accountants may audit records relating to Royalty Reports made for any Royalty Year 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 will disclose to Mersana only whether the royalty reports are Royalty Reports were correct or incorrect not, and the specific details concerning any discrepanciesdiscrepancies and such information will be shared at the same time with Merck. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two yearsNo other information obtained by such accountants will be shared with Mersana. 5.5.16.10.2.2. If such accounting firm concludes that additional any royalties were owed during such periodbut not paid to Mersana, ACORDA shall Merck will pay the additional royalties within sixty (60) [***] days of following the date RUSH Mersana delivers to ACORDA Merck such accounting firm’s written report so concluding; provided however, that, in the event that ACORDA shall not be in agreement together with the conclusion of such report (a) ACORDA shall not be interest payment required to pay such additional royalties and (b) such matter shall be resolved pursuant to the provisions of by 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 event 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 overpayment6.8. The fees charged by such accounting firm shall will be paid by RUSHMersana; provided, however, that if an error in favor of RUSH of the audit discloses that the royalties payable by Merck for the audited period are more than five [***] percent (5%) [***] of the royalties due hereunder actually paid for the period being reviewed is discoveredsuch period, then ACORDA shall Merck will pay the reasonable fees and expenses charged by such accounting firm. If such accounting firm concludes that the royalties paid were more than what was owed during such period, Mersana will refund the overpayments within [***] days following the date Mersana receives such accounting firm’s written report so concluding. 5.5.26.10.2.3. Upon the expiration written request of twentyMerck and with at [***] days prior written notice, but not more than once in any Calendar Year, Mersana will permit an independent certified public accounting firm of internationally recognized standing, selected by Merck and reasonably acceptable to Mersana, at Merck’s sole cost and expense, to have access during normal business hours to such of the records of Mersana as required to be maintained under this Agreement to verify the accuracy of the Research Fees and fees incurred by the Exploitation of Future Mersana In-four (24) licenses due hereunder. Such accountants may audit such records made for any year ending not more than [***] months prior to the date of such request. The accounting firm will disclose to Merck only whether the Research Fees or fees incurred by the Exploitation of Future Mersana In-licenses were correct or not, and the specific details concerning any discrepancies and such information will be shared at the same time with Mersana. No other information obtained by such accountants will be shared with Merck. 6.10.2.4. If such accounting firm concludes that any Research Fees or other reimbursements were paid but not owed to Mersana, Mersana will refund or reimburse Merck such overpaid amounts within [***] days following the end of any Royalty Year (subject date Merck delivers to tolling Mersana such accounting firm’s written report so concluding, together with the interest payment required by Section 6.8. The fees charged by such accounting firm will be paid by Merck; provided, that if the audit discloses that the Research Fees or other reimbursements payable by Merck for the audited period are less than [***] percent [***] 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties amounts actually paid for such yearperiod, then Mersana will pay the reasonable fees and expenses charged by such accounting firm. If such accounting firm concludes that the Research Fees or fees incurred by the Exploitation of Future Mersana In-licenses paid were less than what was owed during such period, Merck will pay the underpayments within [***] days following the date Merck receives such accounting firm’s written report so concluding. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. 6.7.1 Upon the *** days prior written request of RUSH FivePrime and not more than once during the twelve (12) month period next following the expiration of in each Royalty Year during the term of the AgreementCalendar Year, ACORDA shall, at RUSH’s expense, GSK shall permit an independent certified public accounting firm of nationally recognized standing selected by RUSH and reasonably acceptable to ACORDA FivePrime, at FivePrime’s expense, to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA GSK as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Royalty Year year ending not more than twenty-four (24) *** months prior to the date of such request; provided that if FivePrime has timely commenced an audit with respect to any earlier time period and such audit shall be pending or its results disputed, FivePrime shall have continued access to the records of such earlier time period. The accounting firm shall provide a written report as soon as practicable, which shall disclose only to FivePrime whether the royalty reports are correct or incorrect and incorrect, the specific details concerning amount of any discrepancies. This Section 5.5 shall survive royalty discrepancy, as well as the expiration or termination calculation of this Agreement for a period of two yearsthe foregoing. 5.5.1. 6.7.2 If such accounting firm concludes that additional royalties were owed correctly identifies an underpayment made by GSK during such period, ACORDA GSK shall pay FivePrime *** percent (***%) of the additional royalties amount of the underpayment, plus applicable interest as set forth in Section 6.6 above, within sixty (60) *** days of the date RUSH FivePrime delivers to ACORDA GSK such accounting firm’s written report so concluding; provided however, that, or as otherwise agreed upon in writing by 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 event 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 overpaymentParties. The fees charged by such accounting firm shall be paid by RUSHFivePrime; provided, however, if such audit uncovers an underpayment by GSK that if an error in favor of RUSH of more than five exceeds *** percent (5***%) of the royalties total payment due hereunder for the period being reviewed is discoveredunder audit, then ACORDA shall pay the reasonable fees and expenses charged by of such accounting firmfirm shall be paid by GSK. In the event that the accounting firm uncovers an overpayment by GSK, then such overpayment by GSK shall be credited against any royalty payments owing in the Calendar Quarter following the Calendar Quarter in which such audit was completed, such future royalty payments to be adjusted accordingly on a carry-forward basis until such overpayment amount has been fully credited against future royalties owing to FivePrime. 5.5.2. Upon 6.7.3 GSK shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the expiration sublicensee to make reports to GSK, to keep and maintain records of twenty-four (24) months following the end of any Royalty Year (subject to tolling of such period during the pendency of an audit relating sales made pursuant to such period under Section 5.5.1 above) the calculation of royalties payable with respect sublicense and to grant access to such year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect records by FivePrime’s independent accountant to royalties for such yearthe same extent required of GSK under this Agreement. 5.5.3. RUSH 6.7.4 FivePrime shall treat all financial information subject to review under this Section 5.5 6.7 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 GSK and/or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. Upon the not less than 60 days’ prior written request of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreementnotice, ACORDA shall, at RUSH’s expense, United Therapeutics shall permit an independent independent, certified public accounting firm accountant selected by RUSH MannKind and reasonably acceptable to ACORDA United Therapeutics, which acceptance will not be unreasonably withheld or delayed (for the purposes of this Section 7.6, the “Auditor”), to have access audit or inspect those books or records of United Therapeutics and its Affiliates and sublicensees (to the extent United Therapeutics has the contractual right to audit and inspect the books and records of sublicensees) that relate to Net Sales and Royalty Reports for the sole purpose of verifying the: (a) royalties payable hereunder in respect of Net Sales; and (b) withholding taxes, if any, required by Applicable Laws to be deducted as a payment by United Therapeutics in respect of such Net Sales. The Auditor will disclose to MannKind only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement. The Auditor will send a copy of the report to United Therapeutics at the same time it is sent to MannKind. Such inspections may be made no more than once each Calendar Year and during normal business hours. Such records for any particular Calendar Quarter shall be subject to no more than one inspection. The Auditor shall be obligated to execute a reasonable confidentiality agreement prior to commencing any such inspection. Inspections conducted under this Section 7.6 shall be at the expense of MannKind, upon thirty (30) days prior notice to ACORDA, to such unless a variation or error producing an underpayment in amounts payable exceeding 5% of the records of ACORDA as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any 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 only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement amount paid for a period of two years. 5.5.1. If such accounting firm concludes that additional royalties were owed during such period, ACORDA shall pay covered by the additional royalties within sixty (60) days of the date RUSH delivers to ACORDA such accounting firm’s written report so concluding; provided however, thatinspection is established, 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 which case all reasonable costs relating to the provisions of Section 9.6 herein. In the event inspection for such accounting firm concludes period and any unpaid amounts that amounts were overpaid by ACORDA during such period, such over payment will be credited against future royalties; provided, however, that, in the event 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 are discovered shall be paid by RUSH; provided, however, that if an error United Therapeutics. The Parties will endeavor in favor such inspection to minimize disruption of RUSH of more than five percent (5%) of United Therapeutics’ normal business activities to the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firmextent reasonably practicable. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. (a) Zai will keep, and will require its Affiliates and Sublicensees to keep (all in accordance with US GAAP, consistently applied), for a period not less than [*] complete and accurate records in sufficient detail to properly reflect Net Sales and to enable any Milestone Payment payable hereunder to be determined. (b) Upon the written request of RUSH Paratek, Zai will permit, and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreementwill cause its Affiliates and Sublicensees to permit, ACORDA shall, at RUSH’s expense, permit an independent certified public accounting firm of nationally recognized standing selected by RUSH Paratek and reasonably acceptable to ACORDA Zai, at Paratek’s expense, to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA Zai and/or its Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports payments hereunder for any Royalty Calendar Year ending not more than twenty-four (24) months [*] prior to the date of such request. The These rights with respect to any Calendar Year will terminate [*] after the end of any such Calendar Year and shall be limited to (i) [*] and (ii) [*] with respect to records covering any specific period of time (provided that the foregoing frequency limits ((i) and (ii)) shall not apply if Paratek has cause). Paratek will provide Zai with a copy of the accounting firm shall provide a firm’s written report as soon as practicable, which shall disclose only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination within [*] days of this Agreement for a period completion of two years. 5.5.1such report. If such accounting firm correctly concludes that additional royalties were owed during such periodan underpayment was made, ACORDA shall then Zai will pay the additional royalties amount due within sixty (60) [*] days of the date RUSH Paratek delivers to ACORDA Zai such accounting firm’s written report so correctly concluding; provided however, that. Paratek will bear the full cost of such audit unless such audit correctly discloses that the additional payment payable by Zai for the audited period is more than [*]% of the amount otherwise paid for that audited period, in 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 which case Zai will be credited against future royalties; provided, however, that, in the event 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 RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such the accounting firm. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 5.5.2. Upon the expiration of twenty-four (24c) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall Paratek will treat all financial information information, subject to review under this Section 5.5 9.6 in accordance with the confidentiality provisions of ARTICLE 10, and, prior to commencing such audit, will cause its accounting firm to enter into a confidentiality agreement with Zai obligating it to treat all such financial information in confidence pursuant to such confidentiality provisions. Such accounting firm shall not disclose Zai’s Confidential Information to Paratek, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by Zai or the amount of payments to or by Zai under this Agreement. (d) Zai will include in each relevant sublicense granted by it a provision requiring any Sublicensee to maintain records of sales of Licensed Products made pursuant to such sublicense, and to grant access to such records by an accounting firm to the same extent and under the same obligations as required of Zai under this Agreement. Paratek will advise Zai in advance of each audit of any such Sublicensee with respect to Licensed Product sales either by Paratek or its designated auditor under the terms of such Sublicensee agreement. Paratek will provide Zai with a summary of the results received from the audit and, if Zai so requests, a copy of the audit report. Paratek will pay the full costs charged by the accounting firm, unless the audit discloses that the additional payments payable to Paratek for the audited period is more than [*]% from the amounts otherwise paid for that audited period, in which case Zai will pay the reasonable fees and expenses charged by the accounting firm.

Audits. Upon the written request of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during Throughout the term of this Agreement and for one year thereafter, VS shall have the Agreement, ACORDA shallright once within each calendar year, at RUSH’s expenseits own expense and on 30 days’ advance written notice to Service Provider, permit to have an independent certified public accounting firm selected by RUSH and auditor reasonably acceptable to ACORDA Service Provider (and who has executed an appropriate confidentiality agreement reasonably acceptable to have access during normal business hours, upon thirty (30Service Provider) days prior notice to ACORDA, to such of audit the books and records of ACORDA 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 Royalty 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 overpayment or underpayment until such amount is paid at 12% per annum, compounded monthly from the relevant payment due date through the date of payment (provided that such interest rate shall provide a written report as soon as practicable, which shall disclose only whether not exceed the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two years. 5.5.1maximum rate permitted by Applicable Law). If such accounting firm concludes that additional royalties were owed during such period, ACORDA shall pay the additional royalties within sixty (60) days of the date RUSH delivers to ACORDA such accounting firm’s written report so 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 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 event 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 RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 either party hereto has a good faith dispute with respect to the findings of such year audit, the parties shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such yearfollow the dispute resolution procedures set forth in Section 9.07. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. (a) Upon the written request of RUSH Adolor and not more than once during the twelve (12) month period next following the expiration of in each Royalty Year during the term of the AgreementCalendar Year, ACORDA shall, at RUSH’s expense, Santen shall permit an independent certified public accounting firm of nationally recognized standing selected by RUSH Adolor and reasonably acceptable to ACORDA Santen, at Adolor's expense, to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA Santen as may be reasonably necessary to verify the accuracy of the royalty reports hereunder Royalty Statements for any Royalty Year year ending not more than twentythirty-four six (2436) months prior to the date of such the request. The accounting firm shall provide a written report as soon as practicable, which shall disclose to Adolor only whether the royalty reports Royalty Statements are correct or incorrect and the specific details concerning any discrepanciesdiscrepancies (such as any amounts due). This Section 5.5 No other information shall survive the expiration or termination of this Agreement for a period of two yearsbe provided to Adolor. 5.5.1. (b) If such based on the report from the accounting firm firm, Adolor concludes that additional royalties Royalties were owed during such period, ACORDA Santen shall pay the additional royalties Royalties within sixty thirty (6030) days of the date RUSH Adolor delivers to ACORDA Santen such accounting firm’s 's written report so 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 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 event 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 overpaymentAdolor's conclusions. The fees charged by such accounting firm shall be paid by RUSH; providedAdolor, however, that if an error in favor of RUSH of more than such additional Royalties due for the period are five percent (5%) or more than the amount of the royalties due hereunder Royalties previously reported and paid by Santen for the period being reviewed is discoveredperiod, then ACORDA Santen shall pay the reasonable fees and expenses charged by such accounting firm. Santen shall promptly reimburse Adolor for any underpayment along with any interest due thereon under Section 2.09. In the event such audit reveals an overpayment of the amount actually due, Adolor shall credit such overpayment against future Royalties Santen otherwise would pay Adolor. 5.5.2. Upon the expiration (c) Santen shall require each Affiliate and Sublicensee to make reports to Santen, to keep and maintain records of twenty-four (24) months following the end of any Royalty Year (subject sales made under this Agreement and to tolling of such period during the pendency of an audit relating grant access to such period records to Adolor's independent accountant to the same extent required of Santen under Section 5.5.1 above) the calculation of royalties payable with respect to such year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such yearthis Agreement. 5.5.3. RUSH (d) Adolor shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement obligating it to retain all such financial information in confidence pursuant to such confidentiality agreement.

Audits. Upon the written request of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the AgreementHanmi, ACORDA shall, at RUSH’s expense, Kinex shall permit an independent certified public accounting firm of recognized standing, selected by RUSH 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 ACORDA Kinex), to have access not more than once in any Calendar Year, during normal business hours, upon thirty (30) days prior notice to ACORDA, to such of the records of ACORDA Kinex as may be reasonably necessary to verify the accuracy of the royalty reports hereunder under Section 4.3 hereof for any Royalty Year year ending not more than twenty-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 only to Hanmi whether the royalty reports are correct or incorrect and incorrect, the specific details concerning any discrepancies. This Section 5.5 shall survive discrepancies (including the expiration or termination accuracy of the calculation of Net Profits and the resulting effect of such calculations on the amounts payable by Kinex under this Agreement) and such other information that should properly be contained in a report required under this Agreement for a period of two years(the “Audit Report”). 5.5.1. (a) If such accounting firm concludes that additional royalties amounts were owed during such periodyear, ACORDA and Kinex agrees with such conclusion, then Kinex shall pay the additional royalties payments, together with interest at the Prime Rate on the amount of such additional payments, within sixty thirty (6030) days of the date RUSH Hanmi delivers the Audit Report to ACORDA such Kinex. In the event that Kinex disagrees with the accounting firm’s written report so concluding; provided howeverconclusion, that, in the event that ACORDA Kinex shall not be in have the obligation to make any additional payments to Hanmi until there is a mutual agreement with of the conclusion Parties regarding the amount owed by Kinex. For the avoidance of such report (a) ACORDA shall doubt, Kinex is not be required obligated to pay such additional royalties any interest for the period during which the Parties were in dispute of the accounting firm’s conclusion and (b) such matter shall be resolved pursuant to the provisions of Section 9.6 hereinamount owed thereunder. In the event such accounting firm concludes that amounts were overpaid by ACORDA Kinex during such period, such over payment will be credited against future royalties; provided, however, that, in Hanmi shall repay Kinex the event that RUSH shall not be in agreement with the conclusion amount of such report overpayment, together with interest at the Prime Rate on the amount of such overpayment, within thirty (x30) such matter shall be resolved pursuant days of the date the auditing Party delivers 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 overpaymentaudited Party such accounting firm’s Audit Report. The fees charged by such accounting firm shall be paid by RUSH; Hanmi, provided, however, that if an error in favor of RUSH the Hanmi of more than five percent (5%) of the royalties payments due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged of the accounting firm shall be paid by such accounting firmKinex. 5.5.2. (b) Upon the expiration of twenty-twenty four (24) months following the end of any Royalty Year (subject to tolling year for which Kinex or Hanmi has made payment in full of such period during the pendency of an audit relating to such period under Section 5.5.1 above) the calculation of royalties amounts payable with respect to such 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 RUSHKinex or Hanmi, and ACORDA Kinex or Hanmi, as applicable, shall be released from any liability or accountability with respect to royalties or other payments for such year. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. (a) Upon the written request of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the AgreementIntrexon, ACORDA shall, at RUSH’s expense, ZIOPHARM shall permit an independent certified public accounting firm of internationally recognized standing selected by RUSH Intrexon, and reasonably acceptable to ACORDA ZIOPHARM, to have access to and to review, during normal business hours, hours and upon no less than thirty (30) days prior notice to ACORDAwritten notice, to such of the applicable records of ACORDA 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 Royalty Year calendar year ending not more than twenty-four three (243) months years prior to the date of such request. The accounting firm shall provide a written report as soon as practicable, which shall disclose only to 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 specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two yearsSuch audit may not be conducted more than once in any calendar year. 5.5.1. (b) If such accounting firm concludes that additional royalties amounts were owed during such period, ACORDA ZIOPHARM shall pay additional amounts, with interest from the additional royalties date originally due as set forth in Section 5.7, within sixty thirty (6030) days of receipt of the date RUSH delivers to ACORDA such accounting firm’s written report so concluding; provided however, that, in report. If 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 event 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 amount 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 RUSH; provided, however, that if an error in favor of RUSH of more underpayment is greater than five percent (5%) of the royalties due hereunder total amount actually owed for the period being reviewed is discoveredaudited, then ACORDA ZIOPHARM shall in addition reimburse Intrexon for all costs related to such audit; otherwise, Intrexon shall pay all costs of the reasonable fees audit. In the event of overpayment, any amount of such overpayment shall be fully creditable against amounts payable for the immediately succeeding calendar quarter(s); provided, however, that such credit cannot be applied to reduce the amounts payable by ZIOPHARM to Intrexon for any particular calendar quarter by more than twenty-five percent (25%) of the amount otherwise due to Intrexon. 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 expenses charged by such accounting firmExchange Commission. 5.5.2. Upon the expiration of twenty-four (24c) months following the end of any Royalty Year Intrexon shall (subject to tolling of such period during the pendency of an audit relating to such period under Section 5.5.1 abovei) the calculation of royalties payable with respect to such year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review that it receives under this Section 5.5 in accordance with the confidentiality provisions of Article 7 and (ii) cause its accounting firm to enter into an acceptable confidentiality agreement with ZIOPHARM obligating 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. (a) Upon the written request of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the AgreementIntrexon, ACORDA shall, at RUSH’s expense, Fibrocell shall permit an independent certified public accounting firm of internationally recognized standing selected by RUSH Intrexon, and reasonably acceptable to ACORDA Fibrocell, to have access to and to review, during normal business hours, hours and upon no less than thirty (30) days prior notice to ACORDAwritten notice, to such of the applicable records of ACORDA as may be reasonably necessary Fibrocell and its Affiliates to verify the accuracy and timeliness of the royalty reports hereunder and payments made by Fibrocell under this Agreement. Such review may cover the records for sales made in any Royalty Year calendar year ending not more than twenty-four three (243) months years prior to the date of such request. The accounting firm shall provide a written report as soon as practicable, which shall disclose only to 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 specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two yearsSuch audit may not be conducted more than once in any calendar year. 5.5.1. (b) If such accounting firm concludes that additional royalties amounts were owed during such period, ACORDA Fibrocell shall pay additional amounts, with interest from the additional royalties date originally due as set forth in Section 5.8, within sixty thirty (6030) days of receipt of the date RUSH delivers to ACORDA such accounting firm’s written report so concluding; provided however, that, in report. If 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 event 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 amount 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 RUSH; provided, however, that if an error in favor of RUSH of more underpayment is greater than five percent (5%) of the royalties due hereunder total amount actually owed for the period being reviewed is discoveredaudited, then ACORDA Fibrocell shall in addition reimburse Intrexon for all costs related to such audit; otherwise, Intrexon shall pay all costs of the reasonable fees audit. In the event of overpayment, any amount of such overpayment shall be fully creditable against amounts payable for the immediately succeeding calendar quarter(s). Portions herein identified by [*****] 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 expenses charged by such accounting firmExchange Commission. 5.5.2. Upon the expiration of twenty-four (24c) months following the end of any Royalty Year Intrexon shall (subject to tolling of such period during the pendency of an audit relating to such period under Section 5.5.1 abovei) the calculation of royalties payable with respect to such year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review that it receives under this Section 5.5 5.6 in accordance with the confidentiality provisions of Article 7 and (ii) cause its accounting firm to enter into an acceptable confidentiality agreement with Fibrocell obligating 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. Upon the written request of RUSH J▇▇▇▇▇▇, with sixty (60) days prior written notice to Provention, and not more than once during the twelve (12) month period next following the expiration of in each Royalty Year during the term of the AgreementCalendar Year, ACORDA shall, at RUSH’s expense, Provention shall permit an independent certified public accounting firm selected by RUSH J▇▇▇▇▇▇ and reasonably acceptable to ACORDA Provention, at J▇▇▇▇▇▇’▇ expense, to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA 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 Royalty 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 provide a written report as soon as practicable, which shall to disclose to J▇▇▇▇▇▇ only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two years. 5.5.1. If such accounting firm concludes that additional royalties were owed during such periodindependent accountant’s review of Provention’s royalty reports shows an underpayment, ACORDA Provention shall pay the additional royalties remit or cause its Related Parties to remit to J▇▇▇▇▇▇ within sixty (60) days after Provention’s receipt of the date RUSH delivers to ACORDA such accounting firm’s written report so concluding; provided however, that, in the event that ACORDA shall not be in agreement with the conclusion of such report report: (a) ACORDA shall not be required to pay the amount of such additional royalties underpayment, and (b) if 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 event 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 underpayment 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 RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties due hereunder total amount owed for the period being reviewed is discoveredaudited, then ACORDA shall pay the reasonable and necessary fees and expenses charged by such accounting firm. 5.5.2of the independent accountant performing the audit. Upon Any overpayments will be credited against amounts payable in the expiration of twenty-four (24) months following immediately subsequent payment period(s). To the end of any Royalty Year (subject extent that a subsequent payment period does not exist, J▇▇▇▇▇▇ shall remit or cause its Affiliates to tolling remit the amount of such period during overpayment to Provention within sixty (60) days after Provention’s receipt of the pendency of an audit relating to such period under Section 5.5.1 above) the calculation of royalties payable with respect to such year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3report. RUSH J▇▇▇▇▇▇ shall treat all financial information subject to review or under this Section 5.5 any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreementagreement, and shall cause its accounting firm to enter into a reasonably acceptable confidentiality agreement with Provention and/or its Related Parties obligating it to retain all such information in confidence.

Audits. Upon the written request of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreement, ACORDA shall, at RUSH’s expense, permit an independent certified public accounting firm selected by RUSH and reasonably acceptable to ACORDA to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, to such of the records of ACORDA as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Royalty Year ending not more than twenty-four (24) months prior to the date of such request. The accounting firm Intcomex shall provide a BPI with notice of any written report as soon as practicableinquiries, audits, examinations or proposed adjustments by any taxing authority, which shall disclose only whether the royalty reports are correct or incorrect and the specific details concerning relate to any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two years. 5.5.1. If such accounting firm concludes that additional royalties were owed during such period, ACORDA shall pay the additional royalties Pre-Closing Tax Periods within sixty ten (6010) calendar days of the date RUSH delivers to ACORDA such accounting firm’s written report so concluding; provided however, that, in the event that ACORDA shall not be in agreement with the conclusion receipt of such report (a) ACORDA notice. BPI shall not be required have the sole right to pay such additional royalties and (b) such matter shall be resolved pursuant to represent 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 event 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 interests of the agreementPurchased Subsidiaries in any Tax audit or other proceeding relating to any Pre-Closing Tax Periods, RUSH shall reimburse ACORDA within 60 days for to employ counsel of its choice at its own expense, and to settle any remaining overpayment. The fees charged by issues and to take any other actions in connection with such accounting firm shall be paid by RUSHproceedings relating to such taxable periods; provided, however, that if an error in favor of RUSH of more than five percent (5%) BPI shall inform Intcomex of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end status of any Royalty Year such proceedings, shall provide Intcomex (subject 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 tolling 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 period during 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 pendency receipt of an audit such notice. Intcomex and BPI shall jointly control the conduct of any Tax audits or other proceedings relating to such period under Section 5.5.1 above) the calculation of royalties payable with respect to such year shall be binding and conclusive upon RUSHTaxes for a Straddle Tax Period, and ACORDA neither party shall settle any such Tax audit or other proceeding without the written consent of the other party, which consent shall not be released from unreasonably withheld or delayed. Intcomex shall have the right to control all other Tax audits or proceedings of 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 accountability with respect 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 royalties for BPI such yearpowers of attorney and other documents as may be necessary or appropriate to give effect to the foregoing. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. Upon the written request of RUSH AVENTIS and not more than once during the twelve (12) month period next following the expiration of in each Royalty Year during the term of the AgreementCalendar Year, ACORDA shall, at RUSH’s expense, INDEVUS shall permit an independent certified public accounting firm selected by RUSH AVENTIS and reasonably acceptable consented to ACORDA in writing by INDEVUS, which consent shall not be unreasonably withheld, to have access during normal business hours, upon thirty (30) ten-days prior notice to ACORDAINDEVUS, to such of the records of ACORDA INDEVUS as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any 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 AVENTIS only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two years. 5.5.1. If such accounting firm concludes that additional royalties were owed during such periodRoyalty Year, ACORDA INDEVUS shall pay the additional royalties within sixty (60) [*] days of the date RUSH AVENTIS delivers to ACORDA INDEVUS such accounting firm’s written report so 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 9.6 herein. In the event such accounting firm concludes that amounts were overpaid by ACORDA INDEVUS during such period, such over payment will be credited against future royalties; provided, however, that, in AVENTIS shall repay INDEVUS the event that RUSH shall not be in agreement with the conclusion amount 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 within [*] days of the agreement, RUSH shall reimburse ACORDA within 60 days for any remaining overpaymentdate AVENTIS delivers to INDEVUS such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by RUSHAVENTIS; provided, however, that if an error in favor of RUSH AVENTIS of more than five the greater of (i) $[*] or (ii) [*] percent (5[*]%) of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged of the accounting firm shall be paid by such accounting firmINDEVUS. 5.5.2. Upon the expiration of twenty-four (24) [*] months following the end of any 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 year shall be binding and conclusive upon RUSHAVENTIS, and ACORDA INDEVUS shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH AVENTIS shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this AgreementAgreement and shall cause its accounting firm to enter into a reasonable and mutually satisfactory confidentiality agreement with INDEVUS obligating it to retain all such financial information in confidence pursuant to such confidentiality agreement.

Audits. (a) Lilly will keep and maintain (and to the extent applicable, will cause its Affiliates, and their respective Sublicensees, distributors, assignees and transferees to keep and maintain) proper and complete records and books of account in such form and detail as is necessary for the determination of the amounts payable by Lilly (on behalf of itself and its Affiliates and their respective Sublicensees, distributors, assignees and transferees) to ▇▇▇▇▇▇▇▇▇ under this Agreement and for the purposes of this Agreement. (b) Upon the written request of RUSH ▇▇▇▇▇▇▇▇▇ and not more than once during the twelve (12) month period next following the expiration of in each Royalty Year during the term of the AgreementCalendar Year, ACORDA shall, at RUSH’s expense, Lilly shall permit an independent certified public accounting firm of nationally recognized standing selected by RUSH ▇▇▇▇▇▇▇▇▇ and reasonably acceptable to ACORDA Lilly, at ▇▇▇▇▇▇▇▇▇’▇ expense, to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA Lilly as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Royalty Calendar Year ending not more than twentythirty-four six (2436) months prior to the date of such request. Any given period may not be audited more than once. ▇▇▇▇▇▇▇▇▇ may consider in good faith, at its sole discretion and choice, the use of Lilly’s then current external auditor to perform such audit. The accounting firm shall provide a written report as soon as practicable, which shall disclose to ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to ▇▇▇▇▇▇▇▇▇. This Section 5.5 right to audit shall survive remain in effect throughout the expiration or termination life of this Agreement and for a period of two yearsthree (3) years after the termination of this Agreement. 5.5.1. (c) If such accounting firm concludes that additional royalties were owed identifies a discrepancy made during such period, ACORDA the appropriate Party shall pay the additional royalties other Party the amount of the discrepancy within sixty thirty (6030) days of the date RUSH ▇▇▇▇▇▇▇▇▇ delivers to ACORDA Lilly such accounting firm’s written report so concluding; provided however, that, in or as otherwise agreed upon by 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 event 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 overpaymentParties. The fees charged by such accounting firm shall be paid by RUSH; provided, however, that if an error in favor ▇▇▇▇▇▇▇▇▇ unless the underpayment exceeded the greater of RUSH of more than five percent (5%) [**] of the royalties due hereunder amount owed by Lilly to ▇▇▇▇▇▇▇▇▇ for such Calendar Year or ii) [**], in which case, the period being reviewed is discovered, then ACORDA expense of the audit shall be borne by Lilly. Lilly shall pay interest on the reasonable fees amounts owed to ▇▇▇▇▇▇▇▇▇, said interest shall be calculated as being [**] greater than the U.S. commercial prime rate as published by the Wall Street Journal on the date of the first discrepancy identified in the audit, and expenses charged shall accrue from the date payments should have been made. In addition, Lilly shall pay to ▇▇▇▇▇▇▇▇▇ any monetary penalties and/or interest incurred by such accounting firm▇▇▇▇▇▇▇▇▇ pursuant to Third Party Agreements, wherein said monetary penalties and/or interest are incurred due to underpayments by Lilly. 5.5.2. Upon (d) Lilly shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the expiration Sublicensee to make reports to Lilly, to keep and maintain records of twenty-four (24) months following the end of any Royalty Year (subject to tolling of such period during the pendency of an audit relating sales made pursuant to such period under Section 5.5.1 above) the calculation of royalties payable with respect sublicense and to grant access to such year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect records by ▇▇▇▇▇▇▇▇▇’ independent accountant to royalties for such yearthe same extent required of Lilly under this Agreement. 5.5.3. RUSH (e) ▇▇▇▇▇▇▇▇▇ shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions Article 10 of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Lilly or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. (a) Upon the written request of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the AgreementIntrexon, ACORDA shall, at RUSH’s expense, ZIOPHARM shall permit an independent certified public accounting firm of internationally recognized standing selected by RUSH Intrexon, and reasonably acceptable to ACORDA ZIOPHARM, to have access to and to review, during normal business hours, hours and upon no less than thirty (30) days prior notice to ACORDAwritten notice, to such of the applicable records of ACORDA 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 Royalty Year calendar year ending not more than twenty-four three (243) months years prior to the date of such request. The accounting firm shall provide a written report as soon as practicable, which shall disclose only to 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 specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two yearsSuch audit may not be conducted more than once in any calendar year. 5.5.1. (b) If such accounting firm concludes that additional royalties amounts were owed during such period, ACORDA ZIOPHARM shall pay additional amounts, with interest from the additional royalties date originally due as set forth in Section 5.7, within sixty thirty (6030) days of receipt of the date RUSH delivers to ACORDA such accounting firm’s written report so concluding; provided however, that, in report. If 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 event 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 amount 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 RUSH; provided, however, that if an error in favor of RUSH of more underpayment is greater than five percent (5%) of the royalties due hereunder total amount actually owed for the period being reviewed is discoveredaudited, then ACORDA ZIOPHARM shall in addition reimburse Intrexon for all costs related to such audit; otherwise, Intrexon shall pay all costs of the reasonable fees and expenses charged audit. In the event of overpayment, any amount of such overpayment shall be fully creditable against amounts payable for the immediately succeeding calendar quarter(s); provided, however, that such credit cannot be applied to reduce the amounts payable by such accounting firmZIOPHARM to Intrexon for any particular calendar quarter by more than twenty-five percent (25%) of the amount otherwise due to Intrexon. 5.5.2. Upon the expiration of twenty-four (24c) months following the end of any Royalty Year Intrexon shall (subject to tolling of such period during the pendency of an audit relating to such period under Section 5.5.1 abovei) the calculation of royalties payable with respect to such year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review that it receives under this Section 5.5 in accordance with the confidentiality provisions of Article 7 and (ii) cause its accounting firm to enter into an acceptable confidentiality agreement with ZIOPHARM obligating 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. Upon ZymoGenetics shall have the written request of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreement, ACORDA shall, at RUSH’s expense, permit an independent certified public accounting firm selected by RUSH and reasonably acceptable to ACORDA to have access during normal business hoursright, upon thirty (30) days days’ prior written notice to ACORDAAbbott, and ▇▇▇▇▇▇’▇ written approval, which approval shall not be unreasonably withheld, to such conduct during normal business hours a quality assurance audit and inspection of ▇▇▇▇▇▇’▇ records and Bulk Drug Substance facilities relating to the manufacture of Bulk Drug Substance and to perform follow-up audits as reasonably necessary. Prior to ▇▇▇▇▇▇ commencing the production of the records first batch of ACORDA 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 Royalty 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 to the date of such request. The accounting firm shall provide a written report as soon as practicable, which shall disclose only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination [ * ] designated portions of this Agreement document have been omitted pursuant to a request for confidential treatment filed separately with the 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 two years. 5.5.1. If such accounting firm concludes that additional royalties were owed during such periodthree (3) days, ACORDA ZymoGenetics shall pay ▇▇▇▇▇▇ [ * ] per additional audit day. Notwithstanding the additional royalties within sixty (60) days of the date RUSH delivers to ACORDA such accounting firm’s written report so concluding; provided however, thatforegoing, in the event that ACORDA an audit is required by ZymoGenetics due to quality issues that arise, per the terms of 8.6 and/or 9.8 or associated with any ineffective corrective action, as demonstrated by subsequent Bulk Drug Substance lot(s) containing comparable deviations, during any Contract Year, ZymoGenetics shall be entitled to conduct such audit [ * ]. If more than two (2) auditors perform the audit, ZymoGenetics shall pay ▇▇▇▇▇▇ [ * ] per additional auditor. In addition, ZymoGenetics licensees shall have the right at any time during the term of this Agreement, upon five (5) business days prior written notice to ▇▇▇▇▇▇, to conduct any audits specifically mandated by any Regulatory Authority or to respond to specific questions from any such Regulatory Authority. Notwithstanding anything to the contrary contained in this Agreement, any audits conducted on ▇▇▇▇▇▇’▇ property shall be subject to ▇▇▇▇▇▇’▇ rules and regulations regarding security and confidentiality and shall be conducted in the presence of ▇▇▇▇▇▇’▇ employees. In addition, ▇▇▇▇▇▇ shall promptly provide ZymoGenetics a written response to any such audit report received by ▇▇▇▇▇▇. Visits by ZymoGenetics to ▇▇▇▇▇▇’▇ Bulk Drug Substance facilities may involve the transfer of Confidential Information, and any such Confidential Information shall be subject to the terms of Article 11 hereof. The results of such audits and inspections shall be considered Confidential Information under Article 11 and shall not be in 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 confidentiality terms at least as stringent as those set forth herein. ▇▇▇▇▇▇ shall be responsible for inspections of its manufacturing facilities by any Regulatory Authorities and shall promptly notify ZymoGenetics if such inspections are directly related to the conclusion manufacture of such report 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) ACORDA shall not be required provide ZymoGenetics with copies of all documents, reports or communications received from or given to pay such additional royalties and 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 matter inspections, and (c) allow ZymoGenetics to provide comments to ▇▇▇▇▇▇, and ▇▇▇▇▇▇ shall be resolved pursuant draft any such correspondence to Regulatory Authorities in connection therewith. ZymoGenetics shall promptly notify ▇▇▇▇▇▇ regarding any inspection on ZymoGenetics property related to the provisions manufacture 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 event 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 RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firmBulk Drug Substance. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. (a) Upon the written request of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the AgreementIntrexon, ACORDA shall, at RUSH’s expense, Adeona shall permit an independent certified public accounting firm of internationally recognized standing selected by RUSH Intrexon, and reasonably acceptable to ACORDA Adeona, to have access to and to review, during normal business hours, hours and upon no less than thirty (30) days prior notice to ACORDAwritten notice, to such of the applicable records of ACORDA as may be reasonably necessary Adeona and its Affiliates to verify the accuracy and timeliness of the royalty reports hereunder and payments made by Adeona under this Agreement. Such review may cover the records for sales made in any Royalty Year calendar year ending not more than twenty-four three (243) months years prior to the date of such request. The accounting firm shall provide a written report as soon as practicable, which shall disclose only to 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 specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two yearsSuch audit may not be conducted more than once in any calendar year. 5.5.1. (b) If such accounting firm concludes that additional royalties amounts were owed during such period, ACORDA Adeona shall pay additional amounts, with interest from the additional royalties date originally due as set forth in Section 5.7, within sixty thirty (6030) days of receipt of the date RUSH delivers to ACORDA such accounting firm’s written report so concluding; provided however, that, in report. If 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 event 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 amount 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 RUSH; provided, however, that if an error in favor of RUSH of more underpayment is greater than five percent (5%) of the royalties due hereunder total amount actually owed for the period being reviewed is discoveredaudited, then ACORDA Adeona shall in addition reimburse Intrexon for all costs related to such audit; otherwise, Intrexon shall pay all costs of the reasonable fees and expenses charged audit. In the event of overpayment, any amount of such overpayment shall be fully creditable against amounts payable for the immediately succeeding calendar quarter(s); provided, however, that such credit cannot be applied to reduce the amounts payable by such accounting firmAdeona to Intrexon for any particular calendar quarter by more than [*****] of the amount otherwise due to Intrexon. 5.5.2. Upon the expiration of twenty-four (24c) months following the end of any Royalty Year Intrexon shall (subject to tolling of such period during the pendency of an audit relating to such period under Section 5.5.1 abovei) the calculation of royalties payable with respect to such year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review that it receives under this Section 5.5 in accordance with the confidentiality provisions of Article 7 and (ii) cause its accounting firm to enter into an acceptable confidentiality agreement with Adeona obligating 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. Upon 13.1 Subject to restrictions regarding Proprietary Information set forth in this Agreement, a Party (Auditing Party) may audit the written request other Party's (Audited Party) books, records, data and other documents, as provided herein, two (2) times each Contract Year for the purpose of RUSH evaluating the accuracy of Audited Party's billing and not more than once 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 next following immediately preceding the expiration date the Audited Party received notice of each Royalty Year during such requested audit. Any audit under this Section shall be for the term purpose of evaluating (i) the accuracy of Audited Party’s billing and invoicing of the Agreementservices 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, ACORDA shall, at RUSH’s expense, permit an independent certified public accounting firm selected by RUSH and reasonably acceptable to ACORDA to have access during normal business hours, upon such audit shall begin no fewer than thirty (30) days prior after Audited Party receives a written notice requesting an audit and shall be completed no later than forty-five (45) calendar days after the start of 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 ACORDAexecute 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 two (2) times during any Contract Year with a non-auditing period not to such exceed twelve months if (i) the previous audit found previously uncorrected net variances or errors in 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 bear its own expenses in connection with the conduct of the audit. Each audit shall be conducted on the premises of Audited Party during normal business hours. Audited Party shall cooperate fully in any such audit, providing the auditor reasonable access to any and all appropriate Audited Party employees and books, records of ACORDA 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 Royalty Year ending a period of not more less than twenty-four (24) months prior to the date of such request. The accounting firm shall provide after creation thereof, unless a written report as soon as practicable, which shall disclose only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a longer period of two yearsis required by Applicable Law. 5.5.1. 13.5 If such accounting firm concludes that additional royalties were owed during such periodany audit confirms any undercharge or overcharge, ACORDA then Audited Party shall pay (i) for any overpayment promptly correct any billing error, including making refund of any overpayment by Auditing Party in the additional royalties within sixty (60) days form of a credit on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the date RUSH delivers audit results and (ii) for any undercharge caused by the actions of or failure to ACORDA act by Audited Party, immediately compensate Auditing Party for such accounting firm’s written report so concluding; provided however, thatundercharge, in each case with interest at the event that ACORDA shall not be in agreement with the conclusion lesser 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 event 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 one and one-half (1 1/2%) percent per month and (y) in the event highest rate of interest (compounded daily) that may be charged under Applicable Law, for the overpayment number of days from the date on which such undercharge or overcharge originated until the date on which such credit is issued or payment is made and available, as the case may be. Notwithstanding the foregoing, MCIm shall not be liable for any Underbilled Charges for which Customer Usage Data was not furnished by SBC ILLINOIS to RUSH exceeds royalties due and owing to Rush over the term MCIm within six (6) months of the agreement, RUSH shall reimburse ACORDA within 60 days for any remaining overpayment. The fees charged by date such accounting firm shall be paid by RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firmusage was incurred. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. (a) Upon the [***] ([***]) [***] prior written request of RUSH Inhibrx and not more than once during the twelve (12) month period next following the expiration of [***] in each Royalty Year during the term of the AgreementYear, ACORDA shall, at RUSH’s expense, Licensee shall permit an independent certified public accounting firm of nationally recognized standing selected by RUSH and reasonably acceptable to ACORDA Inhibrx, at Inhibrx’s expense, to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA Licensee as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Royalty 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 provide a written report as soon as practicable, which shall disclose only to Inhibrx whether the royalty reports are correct or incorrect and incorrect, the specific details concerning amount of any discrepancies. This Section 5.5 shall survive royalty discrepancy, as well as the expiration or termination calculation of this Agreement for a period of two yearsthe foregoing. 5.5.1. (b) If such accounting firm concludes that additional royalties were owed correctly identifies an underpayment made by Licensee during such period, ACORDA Licensee shall pay Inhibrx one hundred percent (100%) of the additional royalties amount of such underpayment (along with interest in accordance with Section 4.7.2) within sixty [***] (60[***]) days [***] of the date RUSH Inhibrx delivers to ACORDA Licensee such accounting firm’s written report so concluding; provided however, that, or as otherwise agreed upon in writing by the event that ACORDA Parties. Inhibrx shall not be in agreement with pay 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 fees charged by such accounting firm concludes that amounts were overpaid by ACORDA during such period, such over payment will be credited against future royaltiesfirm; provided, however, thatif such audit uncovers an underpayment by Licensee that exceeds [***] ([***]) of the total payment due for the period under audit, in then Licensee shall pay the event that RUSH shall not be in agreement with the conclusion fees of such report (x) such matter shall be resolved pursuant to the provisions of Section 9.6 herein and (y) in accounting firm whether previously paid by Inhibrx or then due. 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 uncovers an overpayment by Licensee, then Licensee shall be paid by RUSH; provided, however, that if an error in favor of RUSH of more than five credit one hundred percent (5100%) of the royalties due amount of such overpayment against any payments owing in the Quarter following the Quarter in which such audit was completed, and future payments hereunder for the period being reviewed is discoveredto be adjusted accordingly on a carry-forward basis until such overpayment amount has been fully credited against amounts owing to Inhibrx, then ACORDA or if no further amounts are owing to Inhibrx, Inhibrx shall pay the reasonable fees and expenses charged by refund such accounting firmoverpayment amount to Licensee within [***] ([***]) [***]. 5.5.2. Upon (c) Licensee shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the expiration sublicensee to make reports to Licensee, to keep and maintain records of twenty-four (24) months following the end of any Royalty Year (subject to tolling of such period during the pendency of an audit relating sales made pursuant to such period under Section 5.5.1 above) the calculation of royalties payable with respect sublicense and to grant access to such year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect records by Inhibrx’s independent accountant to royalties for such yearthe same extent required of Licensee under this Agreement. 5.5.3. RUSH (d) Inhibrx shall treat all financial information subject to review under this Section 5.5 4.7 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 Licensee or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. Upon the sixty (60) days prior written request of RUSH by Palomar or MGH, Cynosure and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the AgreementCynosure Affiliates shall permit a certified, ACORDA shall, at RUSH’s expense, permit an independent certified public accounting firm accountant selected by RUSH and reasonably acceptable to ACORDA Palomar or MGH to have access during normal business hours, upon thirty (30) days prior notice to ACORDAat Cynosure and such Cynosure Affiliate’s premises, to such of the records of ACORDA Cynosure and Cynosure Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports and payments hereunder for any Royalty 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 once in respect of any calendar year and such request may not apply to any periods outside of the date of such request. The accounting firm shall provide a written report as soon as practicable, which shall disclose only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two years. 5.5.1time that the appropriate records are required to be kept hereunder in accordance with Section 4.9. If In the event that such accounting firm accountant concludes that additional royalties were are owed during such for the audited period, ACORDA shall pay the additional royalties royalty shall be paid within sixty thirty (6030) days of the date RUSH Palomar delivers to ACORDA Cynosure such accounting firmaccountant’s written report so concluding; provided however, that, together with interest calculated 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 manner provided by 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 event 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 overpayment4.11. The fees charged by such accounting firm accountant shall be paid by RUSH; provided, however, Palomar or MGH unless the audit discloses that if an error in favor of RUSH of the royalties payable by Cynosure for the audited period are at least fifty thousand dollars (U.S. $50,000) more than five percent (5%) of the royalties due hereunder actually paid for the period being reviewed is discoveredsuch period, then ACORDA in which case Cynosure shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2accountant. Upon the expiration of twenty-four (24) months following the end of any Royalty Year (subject to tolling of Palomar agrees that 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 year shall be binding accountant’s report and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 4.10 is confidential, that it shall cause such accountant to retain all such information in accordance 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 confidentiality provisions of 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 and 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. Upon the written request of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the AgreementAmbrx, ACORDA shall, at RUSH’s expense, Elanco will permit an independent certified public accounting firm accountant selected by RUSH Ambrx and reasonably acceptable to ACORDA Elanco, which acceptance will not be unreasonably withheld or delayed, to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA 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 Royalty Year calendar year ending not more than twentythirty-four six (2436) months prior to the date of such request. The accounting firm shall provide a written report Except as soon as practicabledescribed in the next paragraph, which shall disclose only whether all such audits will be conducted at the royalty reports are correct or incorrect expense of Ambrx and not more than once in each calendar year. In the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two years. 5.5.1. If event such accounting firm accountant concludes that additional royalties payments of any kind as required by this Agreement were owed to Ambrx during such period, ACORDA shall pay the additional royalties amounts will be paid within sixty 90 (60ninety) days of the date RUSH Ambrx delivers to ACORDA Elanco such accounting firmaccountant’s written report so 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 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 event 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 accountant will be paid by RUSH; providedAmbrx, however, unless the audit discloses that if an error in favor of RUSH of the amounts payable by Elanco for the audited period are more than five percent (5%) [***] of the royalties due amounts actually paid for such period and more than [***], in which case Elanco will pay the reasonable fees and expenses charged by the accountant. Elanco will include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Elanco, to keep and maintain sufficient records of Product sales and Net Sales pursuant to such sublicense, and to grant access to such records by Ambrx’ independent accountant to the same extent required of Elanco under this Agreement. Upon the written request of Elanco, Ambrx will permit an independent certified public accountant selected by Elanco and acceptable to Ambrx, which acceptance will not be unreasonably withheld or delayed, to have access during normal business hours to such of the records of Ambrx as may be reasonably necessary to verify the accuracy of the financial records hereunder in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such request. Except as described in the next paragraph, all such audits will be conducted at the expense of Elanco and not more than once in each calendar year. In the event such accountant concludes that amounts reimbursed to Ambrx by Elanco during such period exceeded the amounts approved in writing in advance by Elanco pursuant to Section 4.9(c) and out-of-pocket expenses approved by Elanco pursuant to Section 4.17, the amount of the excess expenses will be paid to Elanco within ninety (90) days of the date Elanco delivers to Ambrx such accountant’s written report so concluding. The fees charged by such accountant will be paid by Elanco, unless the audit discloses that the amounts paid by Elanco to Ambrx for the audited period being reviewed is discoveredare more than [***] of the amount of the expenses approved by Elanco for such period and more than [***], then ACORDA shall in which case Ambrx will pay the reasonable fees and expenses charged by such accounting firm. 5.5.2accountant. Upon the expiration of twenty-four (24) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat The Parties agree that all financial information subject to review under this Section 5.5 5.10 or under any sublicense agreement is confidential and that it will cause its accountant to retain all such information in accordance confidence. *** Certain information on this page has been omitted and filed separately with the confidentiality provisions of this AgreementCommission. Confidential treatment has been requested with respect to the omitted portions.

Audits. (a) Upon the written request of RUSH either Party and not more than once during in each calendar year, the twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreement, ACORDA shall, at RUSH’s expense, other Party shall permit an independent certified public accounting firm selected of nationally recognized standing appointed by RUSH and reasonably acceptable to ACORDA the requesting Party, at the requesting Party’s expense, to have access during normal business hours, and upon thirty (30) days reasonable prior notice to ACORDAwritten notice, to such of the records of ACORDA the other Party as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Royalty Year calendar year ending not more than twentythirty-four six (2436) months prior to the date of such request. The accounting firm shall provide a written report as soon as practicable, which shall disclose only to Targacept and ▇▇. ▇▇▇▇ whether the royalty reports are correct or incorrect incorrect, the basis for its finding and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two years. 5.5.1. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, ACORDA the Party shall pay the additional royalties royalties, with interest from the 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 sixty thirty (6030) days of after the date RUSH delivers to ACORDA the Party receives such accounting firm’s written report so correctly concluding; provided however. If the amount of the underpayment is greater than [********] of the total amount owed, that, then the Party shall in addition reimburse the event that ACORDA requesting Party for all costs related to such audit. (c) Each Party shall not be include 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 each sublicense granted by it pursuant to this Agreement a provision requiring the provisions Sublicensee to make reports to such Party, to keep and maintain records 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 event that RUSH shall not be in agreement with the conclusion of such report (x) such matter shall be resolved sales made pursuant to such sublicense and to grant access to such records by the provisions of Section 9.6 herein and (y) in other Party’s independent accountant to 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 same extent required by such accounting firm shall be paid by RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firmthis Agreement. 5.5.2. Upon the expiration of twenty-four (24d) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH Each Party shall treat all financial information subject to review under this Section 5.5 7.12 in accordance with the confidentiality provisions of Article 9 of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the other Party obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to its client the information contemplated by Section 7.12(a).

Audits. 9.2.1 Upon the written request of RUSH each Party (the “Auditing Party”) and with at least [***] days prior written notice, but not more than once during [***] in any Calendar Year, the twelve other Party (12the “Audited Party”) month period next following the expiration of each Royalty Year during the term of the Agreement, ACORDA shall, at RUSH’s expense, shall permit an independent certified public accounting firm of internationally recognized standing, selected by RUSH Mersana and reasonably acceptable to ACORDA the Audited Party, at the Auditing Party’s sole cost and expense (except as set forth in this Section 9.2), to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA 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 Royalty Calendar 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 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 specific details concerning any discrepanciesdiscrepancies and such information shall be shared at the same time with the Audited Party. This Section 5.5 No other information obtained by such accountants shall survive be shared with the expiration or termination of this Agreement for a period of two yearsAuditing Party. 5.5.19.2.2 If such accounting firm concludes that royalties were over-reported or underreported, then one Party shall make an adjusting payment in order to rectify the error so that the net amount paid by Licensee equals the total royalties owed. If such accounting firm concludes that additional royalties either Party misreported any costs and expenses that were owed during 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 period, ACORDA shall pay the additional royalties within sixty (60) days costs and expenses hereunder. Any of the foregoing amounts due shall be paid within [***] days following the date RUSH the Auditing Party delivers to ACORDA the Audited Party such accounting firm’s written report so 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 . Interest per Section 8.11 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 event 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) charged in the event that the overpayment to RUSH exceeds royalties due and owing to Rush over paying Party was the term cause of the agreement, RUSH shall reimburse ACORDA within 60 days for any remaining overpaymenterror. The fees charged by such accounting firm shall be paid by RUSHthe Auditing Party; provided, however, that if an error the Audited Party under-reported Net Sales or a royalty amount or overstated its shared costs and expenses, in favor of RUSH of each case for the audited period, by more than five [***] percent (5%) of [***] in the royalties due hereunder for the period being reviewed is discoveredaggregate, then ACORDA the Audited Party shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. (a) Lilly will keep and maintain (and to the extent applicable, will cause its Affiliates, and their respective Sublicensees, distributors, assignees and transferees to keep and maintain) proper and complete records and books of account in such form and detail as is necessary for the determination of the amounts payable by Lilly (on behalf of itself and its Affiliates and their respective Sublicensees, distributors, assignees and transferees) to ▇▇▇▇▇▇▇▇▇ under this Agreement and for the purposes of this Agreement. (b) Upon the written request of RUSH ▇▇▇▇▇▇▇▇▇ and not more than once during the twelve (12) month period next following the expiration of in each Royalty Year during the term of the AgreementCalendar Year, ACORDA shall, at RUSH’s expense, Lilly shall permit an independent certified public accounting firm of nationally [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. recognized standing selected by RUSH ▇▇▇▇▇▇▇▇▇ and reasonably acceptable to ACORDA Lilly, at ▇▇▇▇▇▇▇▇▇’▇ expense, to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA Lilly as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Royalty Calendar Year ending not more than twentythirty-four six (2436) months prior to the date of such request. Any given period may not be audited more than once. ▇▇▇▇▇▇▇▇▇ may consider in good faith, at its sole discretion and choice, the use of Lilly’s then current external auditor to perform such audit. The accounting firm shall provide a written report as soon as practicable, which shall disclose to ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to ▇▇▇▇▇▇▇▇▇. This Section 5.5 right to audit shall survive remain in effect throughout the expiration or termination life of this Agreement and for a period of two yearsthree (3) years after the termination of this Agreement. 5.5.1. (c) If such accounting firm concludes that additional royalties were owed identifies a discrepancy made during such period, ACORDA the appropriate Party shall pay the additional royalties other Party the amount of the discrepancy within sixty thirty (6030) days of the date RUSH ▇▇▇▇▇▇▇▇▇ delivers to ACORDA Lilly such accounting firm’s written report so concluding; provided however, that, in or as otherwise agreed upon by 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 event 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 overpaymentParties. The fees charged by such accounting firm shall be paid by RUSH; provided, however, that if an error in favor ▇▇▇▇▇▇▇▇▇ unless the underpayment exceeded the greater of RUSH of more than five percent (5%) [**] of the royalties due hereunder amount owed by Lilly to ▇▇▇▇▇▇▇▇▇ for such Calendar Year or ii) [**], in which case, the period being reviewed is discovered, then ACORDA expense of the audit shall be borne by Lilly. Lilly shall pay interest on the reasonable fees amounts owed to ▇▇▇▇▇▇▇▇▇, said interest shall be calculated as being [**] greater than the U.S. commercial prime rate as published by the Wall Street Journal on the date of the first discrepancy identified in the audit, and expenses charged shall accrue from the date payments should have been made. In addition, Lilly shall pay to ▇▇▇▇▇▇▇▇▇ any monetary penalties and/or interest incurred by such accounting firm▇▇▇▇▇▇▇▇▇ pursuant to Third Party Agreements, wherein said monetary penalties and/or interest are incurred due to underpayments by Lilly. 5.5.2. Upon (d) Lilly shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the expiration Sublicensee to make reports to Lilly, to keep and maintain records of twenty-four (24) months following the end of any Royalty Year (subject to tolling of such period during the pendency of an audit relating sales made pursuant to such period under Section 5.5.1 above) the calculation of royalties payable with respect sublicense and to grant access to such year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect records by ▇▇▇▇▇▇▇▇▇’ independent accountant to royalties for such yearthe same extent required of Lilly under this Agreement. 5.5.3. RUSH (e) ▇▇▇▇▇▇▇▇▇ shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions Article 10 of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Lilly or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. 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 RUSH Default has occurred and is continuing, in which case, not more than once one (1) Business Day's notice shall be required) during the twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreement, ACORDA shall, at RUSH’s expense, permit an independent certified public accounting firm selected by RUSH and reasonably acceptable to ACORDA to have access during normal regular business hours, upon thirty permit the Buyer, the Agents or any of their agents or representatives: (30A) days prior notice to ACORDAexamine and make copies of and abstracts from all Records, Contracts and Invoices in the possession or under the control of such Seller, 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 records of ACORDA as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Royalty Year ending not more than twenty-four (24) months prior to the date officers or employees of such request. The accounting firm shall provide a written report as soon as practicable, which shall disclose only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two years. 5.5.1. If such accounting firm concludes that additional royalties were owed during such period, ACORDA shall pay the additional royalties within sixty (60) days of the date RUSH delivers to ACORDA such accounting firm’s written report so concluding; provided however, that, in the event that ACORDA shall not be in agreement with the conclusion Seller having knowledge of such report (a) ACORDA shall not be required to pay such additional royalties matters; and (bii) such matter shall be resolved pursuant to without limiting the provisions of Section 9.6 herein. In clause (i) above, from time to time, at the event expense of such accounting firm concludes that amounts were overpaid by ACORDA during Seller, permit certified public accountants or auditors acceptable to the Agents to conduct a review of such periodSeller's Contracts, such over payment will be credited against future royaltiesInvoices and Records (each, a "Review"); provided, however, that, in so long as no Event of Default has occurred and is continuing, such Seller shall only be responsible for the event that RUSH shall not be in agreement with the conclusion costs and expenses of such report one (x1) 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 RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review Review under this Section 5.5 in accordance with any one calendar year unless (1) the confidentiality provisions 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 this Agreementtwo (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 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 the 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 the Agents.

Audits. Upon the written request of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the AgreementDRL may have a nationally recognized, ACORDA shall, at RUSH’s expense, permit an independent certified public accounting firm selected by RUSH accountant access and reasonably acceptable to ACORDA to have access examine during normal business hours, and upon at least thirty (30) days days’ prior notice to ACORDAwritten notice, to such of the those records of ACORDA 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 Royalty Calendar Year ending not more than twenty-four three (243) months prior to the date of years before such request. The accounting firm shall provide a written , the correctness or completeness of any report as soon as practicable, which shall disclose only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of payment made under this Agreement for a period of two years. 5.5.1Agreement. If such accounting firm the audit report concludes that (a) additional royalties amounts were owed during such periodby Journey, ACORDA then Journey shall pay the additional royalties within sixty amounts, or (60b) days of the date RUSH delivers excess payments were made by Journey, then DRL shall promptly issue a written credit for such excess payments which shall be applied to ACORDA such accounting firm’s written report so concluding; provided however, thatfuture payments, in the event that ACORDA shall not be in agreement with the conclusion of such report either case ((a) ACORDA or (b)), within forty-five (45) days after the date on which such audit report is delivered to both Parties. DRL shall not be required bear the full cost of the performance of any such audit, unless such audit, which covers the entire Calendar Year, discloses a variance to pay the detriment of DRL that is the greater of (i) [***] ([***]%) of the amounts determined by the independent certified public accountant owed to DRL by Journey during such additional royalties Calendar Year, or (ii) [***] ($[***]), in each of which cases ((i) and (b) ii)), Journey shall bear the full cost of the performance of such matter shall be resolved pursuant to the provisions audit. The results of Section 9.6 herein. In the event such accounting firm concludes that amounts were overpaid by ACORDA during such period, such over payment audit will be credited against future royalties; 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 Journey in such an audit will remain Confidential Information of Journey under this Agreement, provided, however, that, in the event that RUSH shall not be in agreement with the conclusion results of such report (x) such matter audit shall be resolved pursuant deemed the Confidential Information of both Parties and provided 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 both Parties by such accounting firm shall be paid by RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firmauditor. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. Upon the thirty (30) days prior written request of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreementnotice from ImmunoGen, ACORDA shall, at RUSH’s expense, CytomX shall permit an independent certified public accounting firm of internationally recognized standing selected by RUSH ImmunoGen and reasonably acceptable to ACORDA CytomX to have access during normal business hoursexamine, upon thirty (30) days prior notice to ACORDAat ImmunoGen’s sole expense, to such of the relevant books and records of ACORDA 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 Royalty 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 be provided access to 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 as soon as practicable, which shall disclose only disclosing whether the royalty reports submitted by CytomX are correct or incorrect, whether the royalties paid are correct or incorrect and and, in each case, the specific details concerning any discrepancies. This Section 5.5 CytomX and ImmunoGen shall survive each have the expiration or termination of this Agreement for right to request a period of two years. 5.5.1. If such accounting firm concludes that additional royalties were owed during such period, ACORDA shall pay the additional royalties within sixty (60) days of the date RUSH delivers to ACORDA such accounting firm’s written report so 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 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 event 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 further determination by such accounting firm as to matters which such 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 grounds upon which it disputes any findings in the written report and the accounting firm shall undertake to complete such further determination within thirty (30) days after the dispute notice is provided, which determination shall be paid 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 RUSH; providedgood faith discussion. The results of any such audit, however, that if an error in favor of RUSH of more than five percent (5%) of reflecting the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end ’s determination of any 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 year disputed matters, shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such yearon both Parties. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. Upon During the written request Term and for a period of RUSH and not more than once during the twelve five (125) month period next following the expiration of each Royalty Year during the term of the Agreementyears thereafter, ACORDA shall, at RUSH’s expense, Celgene shall permit an independent independent, certified public accounting firm selected accountant of nationally recognized standing appointed by RUSH GlobeImmune, and reasonably acceptable to ACORDA to have access during normal business hoursCelgene, at reasonable times and upon thirty (30) days prior notice to ACORDAreasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such of the records of ACORDA 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 Royalty 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 of such request. The accounting firm shall provide a written report as soon as practicable, which shall disclose only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the 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 due, and shall 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 appropriate written agreement obligating it to 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 for 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 period result of two years. 5.5.1any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. If 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 accounting firm concludes that additional royalties were owed during inspection within ninety (90) days or credit such period, ACORDA amounts to Celgene against future payments. GlobeImmune shall pay the additional royalties within sixty (60) days of the date RUSH delivers to ACORDA for such accounting firm’s written report so concluding; provided howeveraudits, that, in the event except 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 event 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 audited amounts were underpaid by Celgene by more than [*] of the agreement, RUSH shall reimburse ACORDA within 60 days for any remaining overpayment. The fees charged by such accounting firm shall be undisputed amounts that should have been paid by RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%) of the royalties due hereunder for during the period being reviewed is discoveredin question as per the audit, then ACORDA Celgene shall pay the reasonable fees and expenses charged by such accounting firmout-of-pocket costs of the audit. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. 5.2.1 Ignyta shall keep full and true books of accounts and other records in sufficient detail so that the Royalties payable hereunder can be properly ascertained. Upon the written request of RUSH Nerviano and not more than once during the twelve (12) month period next following the expiration of in each Royalty Year during the term of the Agreementcalendar year, ACORDA shall, at RUSH’s expense, Ignyta shall permit an independent certified public accounting firm of nationally recognized standing selected by RUSH Nerviano and reasonably acceptable to ACORDA Ignyta, at Nerviano’s expense, to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the books and financial records of ACORDA Ignyta as may be necessary to determine the correctness of any Payment Report or payment made under this Agreement or to obtain information as to Royalties payable in case of failure to report or pay pursuant to the terms of this Agreement and as may be reasonably necessary to verify the accuracy of the royalty reports Payment *** 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. Reports hereunder for any Royalty Year ending not more than twenty-four the eight (24) months 8) calendar quarters immediately prior to the date of such request. The accounting firm shall provide a written report as soon as practicable, request (other than records for which shall disclose only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of Nerviano has already conducted an audit under this Agreement for a period of two yearsSection). 5.5.1. 5.2.2 If such accounting firm concludes that additional royalties amounts were owed during such the audited period, ACORDA Ignyta shall pay the such additional royalties amounts within sixty thirty (6030) days of after the date RUSH Nerviano delivers to ACORDA Ignyta such accounting firm’s written report so 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 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 event 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 RUSHNerviano; provided, however, if the audit discloses that if an error in favor of RUSH of the Royalties payable by Ignyta for such period are more than one hundred five percent (5105%) of the royalties due hereunder Royalties actually paid for the period being reviewed is discoveredsuch period, then ACORDA Ignyta shall pay the reasonable fees and expenses charged by such accounting firm. Ignyta shall require each Sublicensee (whether an Affiliate or a Third Party) to extend to Nerviano the same audit rights as those described in this Section 5.2. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any Royalty Year (subject 5.2.3 Nerviano shall cause its accounting firm 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat retain all financial information subject to review under this Section 5.5 5.2 in accordance strict confidence; provided, however, that Ignyta shall have the right to require that such accounting firm, prior to conducting such audit, enter into an appropriate non-disclosure agreement with Ignyta regarding such financial information. The accounting firm shall disclose to Nerviano only whether the confidentiality provisions reports are correct or not and the amount of this Agreementany discrepancy. No other information shall be shared. Nerviano shall treat all such financial information as Ignyta’s Confidential Information.

Audits. Upon thirty (30) days' prior written notice to Licensee, Licensor shall have the written request of RUSH and not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreement, ACORDA shall, at RUSH’s expense, permit right to have an independent certified public accounting firm accountant, selected by RUSH Licensor and reasonably acceptable to ACORDA Licensee, which acceptance may not be unreasonably withheld, audit Licensee's records pertaining to have access calculation of Net Sales subject to this Agreement, during normal business hours, upon thirty (30) days prior notice to ACORDA, to such of the records of ACORDA as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any 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 only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 shall survive the expiration or termination of this Agreement for a period of two years. 5.5.1. If such accounting firm concludes that additional royalties were owed during such period, ACORDA shall pay the additional royalties within sixty (60) days of the date RUSH delivers to ACORDA such accounting firm’s written report so 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 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 event 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 RUSHpayable hereunder; provided, however, that if an error in favor of RUSH of (a) such audit shall not take place more frequently than once per year; (b) such audit shall not cover such records for more than the preceding three (3) years; (c) any such audit shall take place at the location Licensee maintains such records, or at such other location mutually agreed; and (d) all information obtained during the audit shall constitute Confidential Information of Licensee pursuant to the terms of this Agreement. Any such audit shall be solely for the purpose of determining, and to report, compliance or non-compliance with the royalty payment requirements of this Agreement. The expenses of such audit shall be paid by Licensor unless the audit conclusively demonstrates that Licensee has paid Licensor less than ninety-five (95%) percent of the amount determined to be due for a given time period, in which case the expense of the audit shall be paid by Licensee. Licensee shall preserve and maintain all such records and accounts required for such audits for a period of five (5%) years after the quarter to which such records and accounts apply. Any independent accounting firm that is hired by Licensor to perform such audit shall agree in writing to be bound by the confidentiality and non-disclosure terms and conditions of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 this Agreement with respect to such year shall be binding any information, data, records and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such yearaccounts audited. 5.5.3. RUSH shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. (a) Upon the written request of RUSH the Investor Representative, and not more than once during in each Calendar Year (so long as no Special Termination Event, Default or Event of Default has occurred and is continuing), the twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreement, ACORDA shall, at RUSH’s expense, Company shall permit an independent certified public accounting firm of national prominence selected by RUSH the Investor Representative, and reasonably acceptable to ACORDA the Company, to have access to and to review, during normal business hours, hours and upon not less than thirty (30) days days’ prior notice to ACORDAwritten notice, to such the relevant documents and records of the records of ACORDA Company and its Subsidiaries as may reasonably be reasonably necessary to verify the accuracy and timeliness of the royalty reports hereunder and payments (including calculation and payment of any Revenue Interest) made by the Company under this Agreement. Such review may cover the records for sales or other dispositions of the Included Product, Net Revenues, Other Royalty Payments and the aggregate amount of deposits into the Lockbox Account and the Collection Account in any Royalty Calendar Year ending not more no earlier than twenty-four (24) months prior to the date first day of such requestthe previous Calendar Year. The accounting firm shall provide be permitted to prepare and disclose to the Investor Representative a written report as soon as practicable, which shall disclose stating only whether Revenue Interests paid to the royalty Investor Representative hereunder and the reports provided by the Company relating to such Revenue Interests required hereunder are correct or incorrect and the specific details concerning any discrepancies. This Section 5.5 Notwithstanding the foregoing, after the occurrence and during the continuance of a Special Termination Event, Default or Event of Default, the Investor Representative shall survive have the expiration or termination right, as often, at such times and with such prior notice, as the Investor shall determine, in its reasonable discretion, to have an independent certified public accounting firm of this Agreement for a period national prominence selected by the Investor Representative review the relevant documents and records of two yearsthe Company and its Subsidiaries. 5.5.1. (b) If such accounting firm reasonably concludes that additional royalties any Revenue Interests were owed and were not paid when due during such periodperiod pursuant to the provisions of this Agreement, ACORDA the Company shall pay the additional royalties any late or unpaid Revenue Interests within sixty (60) days of after the date RUSH the Investor Representative delivers to ACORDA such the Company a notice including the accounting firm’s written report so concluding; provided howeverand requesting such payment. If the amount of the underpayment (exclusive of interest accrued thereon pursuant to Section 3.1(a)) is greater than the lesser of (i) ten percent (10%) of the total amount actually owed for the period audited or (ii) one million dollars ($1,000,000), that, then the Company shall in addition (i) reimburse the event that ACORDA shall not be in agreement with Investor Representative for all reasonable costs and fees of the conclusion of accounting firm related to such report (a) ACORDA shall not be required to pay such additional royalties audit and (bii) pay interest accrued on such matter shall be resolved pursuant to amount of the provisions underpayment at a rate of Section 9.6 hereinone percent (1.0%) per month from the initial due date until paid in full or, if less, the maximum interest rate permitted by Applicable Law. In the event such accounting firm concludes that amounts were overpaid by ACORDA during such periodof overpayment, such over payment will be credited against future royalties; provided, however, that, in the event that RUSH shall not be in agreement with the conclusion any amount of such report (x) such matter overpayment shall be resolved pursuant to fully creditable against Revenue Interests payable for 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 overpaymentimmediately succeeding Calendar Quarter(s). The fees charged by such accounting firm Investor Representative shall be paid by RUSH; provided, however, that if an error in favor of RUSH of more than five percent (5%i) of the royalties due hereunder for the period being reviewed is discovered, then ACORDA shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any 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 year shall be binding and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect to royalties for such year. 5.5.3. RUSH shall treat all financial information subject to review that it receives under this Section 5.5 3.5 or under any License Agreement of the Company in accordance with the confidentiality provisions of Article IX and (ii) cause its accounting firm to enter into a reasonably acceptable confidentiality agreement with the Company obligating such firm to retain all such information in confidence pursuant to such confidentiality agreement, in each case except to the extent necessary for the Investor Representative to enforce its rights under this Agreement.