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. 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. (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. 5.8.1 Upon the written request of RUSH Ablynx 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, Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by RUSH Ablynx and reasonably acceptable to ACORDA Merck, at Ablynx’s expense, to have access during normal business hours, upon thirty hours (30and at the premises of Merck or its Affiliate where such records are usually kept) 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 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 Ablynx 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 Ablynx. 5.5.1. 5.8.2 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 (60) days […***…] of the date RUSH Ablynx 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; 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 5.8.3 […***…]. 5.8.4 Notwithstanding anything to 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) contrary contained herein, […***…], the calculation of royalties payable with respect to such year Calendar Year shall be binding and conclusive upon RUSHAblynx, and ACORDA Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such yearCalendar Year. The foregoing shall not apply to any discrepancies in royalties calculated or paid, or any discrepancies or mistakes in royalty reports, in each case, that are the result of gross negligence or willful misconduct by Merck or any Related Party. 5.5.3. RUSH 5.8.5 Ablynx 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 Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Audits. 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. 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 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 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. 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 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. 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 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. 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 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 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. (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. 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 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. (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. 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 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 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. 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 Company shall keep complete and accurate records in sufficient detail to permit the Agreement, ACORDA shall, at RUSH’s expense, permit an independent certified public accounting firm selected by RUSH and reasonably acceptable Rights Agent 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 confirm the accuracy of the royalty reports hereunder payments due hereunder. The Rights Agent or the Acting Holders, without duplication, shall each 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 No other information shall be shared. Such audits may be conducted during normal business hours upon reasonable prior written notice to the Company, but no more than frequently than once per year. No accounting period of the Company shall be subject to audit more than one time by the Rights Agent or the Acting Holders, as applicable, unless after an accounting period has been audited by the Rights Agent or the Acting Holders, as applicable, the Company restates its financial results for such accounting period, in which event the Rights Agent or the Acting Holders, as applicable, may conduct a second audit of such accounting period in accordance with this Section 5.5 4.5. Adjustments (including remittances of underpayments or overpayments disclosed by such audit) shall survive be made by the expiration Parties to reflect the results of such audit, which adjustments shall be paid promptly following receipt of an invoice therefor. The Rights Agent or termination the Acting Holders, as applicable, shall bear the full cost and expense of such audit unless such audit discloses an underpayment by the Company of twenty percent (20%) or more of the CVR Payments due under this Agreement for a period of two years. 5.5.1. If such accounting firm concludes that additional royalties were owed during such the audited period, ACORDA in which case the Company shall pay bear 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 full cost and expense 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 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 (a) During the Royalty Term and for [* * *] thereafter, 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 shallMerck shall permit, at RUSH’s expenseand shall cause its Affiliates and Sublicensees to permit, permit an independent certified public accounting firm of nationally recognized standing selected by RUSH Licensor, and reasonably acceptable to ACORDA Merck or such Affiliate or Sublicensee, 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 Merck and its Affiliates or Sublicensees to verify the accuracy of the royalty reports hereunder and payments under this Article 6. Such review may cover the records for sales made in, or otherwise pertaining to, 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 Licensor and Merck only whether the royalty reports and payments made are correct or incorrect incorrect, the basis for its findings, 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 Licensor. 5.5.1. (b) If such accounting firm concludes that additional royalties were owed during such period, ACORDA and Merck does not in good faith dispute such calculation, Merck shall pay the additional royalties within sixty (60) days of [* * *] after the date RUSH Licensor 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 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 amounts were overpaid by ACORDA during an overpayment was made, and Licensor does not in good faith dispute such periodcalculation, such over overpayment shall be fully creditable against amounts payable in subsequent payment will periods or at Merck’s request, shall be credited against future royalties; providedreimbursed to Merck within [* * *] after such request. If Merck disagrees with Licensor’s accountant’s calculation, howeverit may retain, thatat its own cost, its own independent certified public accounting firm of recognized standing and reasonably acceptable to Licensor, to conduct a review, and if such firm concurs with the other accounting firm, Merck shall make the required payment within [* * *] after the date Merck receives the report of its accounting firm. If Merck’s accounting firm does not concur, Merck and Licensor shall meet and negotiate in good faith a resolution of the discrepancies between the two firms, and if they cannot agree, each Party may pursue other remedies. Licensor shall pay for the cost of its audit, unless Merck has underpaid Licensor by [* * *] or more, in which case Merck shall pay for 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 costs 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 firmaudit. 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 Article 6.13 in accordance with the confidentiality provisions of Article 10 of this Agreement, and shall cause its accounting firm to abide by confidentiality restrictions consistent with those hereunder and requiring such firm to retain all such financial information in confidence in a manner consistent with Article 10 hereof.

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. (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. 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 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. 4.7.1 Upon the written request of RUSH Halozyme 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, ViroPharma shall permit an independent certified public accounting firm of nationally recognized standing, selected by RUSH Halozyme and reasonably acceptable to ACORDA ViroPharma, to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA ViroPharma 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 requestrequest and which have not previously been audited. The accounting firm shall provide a written report as soon as practicable, which shall disclose to Halozyme only whether the royalty reports are correct or incorrect and the specific details concerning of any discrepancies. This Section 5.5 discrepancy, but no other information shall survive the expiration or termination of this Agreement for a period of two years. 5.5.1be shared. If such accounting firm concludes that additional royalties were owed during such the audited period, ACORDA or that excess royalties were paid during the audited period, ViroPharma shall pay such additional royalties, or Halozyme shall provide ViroPharma with a credit for such excess royalties, as the additional royalties case may be, within sixty *** (60***) days of the date RUSH Halozyme delivers to ACORDA ViroPharma such accounting firm’s written report so concluding; provided howeverprovided, that, in the event that ACORDA shall not be in agreement with case of a credit, if ViroPharma is unable to use the conclusion full amount of such report credit within *** (a***) ACORDA shall not be required to pay such additional royalties and (b) such matter shall be resolved pursuant to months from 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 date of such report (x) report, then Halozyme shall promptly pay to ViroPharma the unused amount of 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 overpaymentcredit. The fees charged by such accounting firm shall be paid by RUSHHalozyme; provided, however, if the audit discloses that if an error in favor of RUSH of the royalties payable by ViroPharma for such period are more than five *** percent (5***%) of the royalties due hereunder actually paid for the period being reviewed is discoveredsuch period, then ACORDA ViroPharma 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 Halozyme shall treat all financial information subject to review under this Section 5.5 4.7.1 as confidential, and shall cause its accounting firm to retain all such financial information in accordance confidence. 4.7.2 Upon the written request of ViroPharma and not more than once in each calendar year, Halozyme shall permit an independent certified public accounting firm of nationally recognized standing, selected by ViroPharma and reasonably acceptable to Halozyme, to have access during normal business hours to such records of Halozyme as may be reasonably necessary to verify the accuracy of each of the API transfer price and the Workplan costs hereunder for any year ending not more than *** (***) months prior to the date of such request and which have not previously been audited. The accounting firm shall disclose to ViroPharma only whether the API transfer price and/or the Workplan cost was correct and the specific details of any discrepancy, but no other information shall be shared. If such accounting firm concludes that Halozyme overcharged for the API transfer price and/or the Workplan cost during the audited period, or that Halozyme undercharged for the API transfer price and/or the Workplan cost during the audited period, Halozyme shall provide ViroPharma with a credit for such overcharge, or ViroPharma shall make an additional payment in respect of such undercharge, within *** (***) days of the confidentiality provisions date ViroPharma delivers to Halozyme such accounting firm’s written report so concluding; provided, that, in the case of a credit, if ViroPharma is unable to use the full amount of such credit within *** (***) months from the date of such report, then Halozyme shall promptly pay to ViroPharma the unused amount of such credit. The fees charged by such accounting firm shall be paid by ViroPharma; provided, however, if the audit discloses that the API transfer price and/or the Workplan cost charged by Halozyme for such period was more than *** percent (***%) of the API transfer price and/or the Workplan cost, as the case may be, actually due for such period, then Halozyme shall pay the reasonable fees and expenses charged by such accounting firm. ViroPharma shall treat all financial information subject to review under this AgreementSection 4.7.2 as confidential, and shall cause its accounting firm to retain all such financial information in confidence.

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 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. (a) Upon the written request of RUSH and the Holders’ Representative provided to Parent not less than forty-five (45) days in advance (such request not to be made more than once 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 or its Affiliates as may be reasonably necessary to verify determine the accuracy of the royalty reports hereunder Net Proceeds and/or Net Sales Proceeds reported by Parent. Parent shall, and shall cause to its Affiliates to, furnish to the Independent Accountant such access, work papers and other documents and information reasonably necessary for the Independent Accountant to calculate and verify the Net Proceeds and/or Net Sales Proceeds; provided that Parent may, and may cause its Affiliates to, redact documents and information not relevant for such calculation pursuant to this Section 4.7. The Independent Accountant shall disclose to Parent and the Holders’ Representative any Royalty Year ending matters directly related to its findings to the extent reasonably necessary to verify the Net Proceeds and/or Net Sales Proceeds. (b) If the Independent Accountant concludes that a CVR Payment that was properly due was not more paid to the Rights Agent, or that any CVR Payment made was in an amount less than twenty-four (24) months prior the amount due, Parent shall pay the CVR Payment or underpayment thereof to the Rights Agent for further distribution to the Holders plus interest on such amount at the “prime rate” as published in The Wall Street Journal or similar reputable data source from time to time, calculated from when the full CVR Payment should have been paid to the date of actual payment (such requestamount including interest being the “CVR Shortfall”). The accounting firm CVR Shortfall shall provide a written report as soon as practicable, which shall disclose only whether be paid within ten (10) Business Days after the royalty reports are correct or incorrect date the Independent Accountant delivers to Parent and the specific details concerning any discrepanciesHolders’ Representative the Independent Accountant’s written report. 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 The decision of the date RUSH delivers to ACORDA such accounting firm’s written report so concluding; provided howeverIndependent 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 Holders’ Representative; provided, however, that if an error in favor of RUSH of the Independent Accountant concludes that Parent has underreported or underpaid any CVR Payment by more than five 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 by such accounting firmIndependent Accountant shall be paid by Parent. 5.5.2. Upon the expiration of twenty-four (24c) months following the end of Each Person seeking to receive information from Parent in connection with a review pursuant to Section 4.5 or this Section 4.7 shall enter into, and shall cause its accounting firm to enter into, a reasonable and mutually satisfactory confidentiality agreement with Parent or any Royalty Year (subject controlled Affiliate obligating such party to tolling of retain all such period during the pendency of an audit relating information disclosed to such period under Section 5.5.1 above) the calculation of royalties payable with respect party in confidence pursuant 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 yearconfidentiality agreement. 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. ▇▇▇▇▇▇▇ 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. 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) 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. Upon (a) Receptos shall have the written right *** to request that a mutually agreed to independent accounting firm perform an audit of RUSH and not more AbbVie’s books of accounts for the sole purpose of verifying the calculations of ***, as applicable, for any goods or services provided in accordance with this Schedule 2.5. Such audits will be conducted at the expense of Receptos; provided, however, that if the audit results in an adjustment of greater than once during *** percent *** for the twelve (12) month period next following Actual Cost of Drug Substance, Drug Product, CMC Services, or Technology Transfer Services in any period, then the expiration of each Royalty Year during the term cost of the Agreement, ACORDA shall, at RUSH’s expense, permit an independent certified public accounting firm selected audit will be borne 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 requestAbbVie. The accounting firm shall provide a written report as soon as practicable, 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. Audits are limited to results in the expiration or termination of this Agreement for a period of two years. 5.5.1*** years prior to audit notification. If Unless disputed pursuant as described hereafter, if such accounting firm audit concludes that (x) additional royalties amounts were owed during such periodby Receptos, ACORDA Receptos shall pay the additional royalties amounts, or (y) excess payments were made by Receptos, AbbVie shall reimburse such excess payments, in either case ((x) or (y)), within sixty (60) *** days of after the date RUSH delivers to ACORDA on which 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 hereinaudit is completed. In the event of a dispute with respect to any audit under this Section 4.4(a), Receptos and AbbVie shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within *** days, the dispute shall be submitted for resolution to a certified public accounting firm concludes that amounts were overpaid jointly selected by ACORDA during each Party’s certified public accountants or to such period, such over payment will be credited against future royalties; provided, however, that, in other Person as the event that RUSH Parties shall not be in agreement mutually agree (the “Audit Arbitrator”). The Parties shall enter into an engagement letter with the conclusion Audit Arbitrator, which shall spell out the specific procedures that the Audit Arbitrator shall perform in order to reach a decision. The Parties shall make available to the Audit Arbitrator all working papers and supporting documents required by the Audit Arbitrator to fulfill its obligations under the engagement letter. The decision of the Audit Arbitrator shall be final and the costs of such report (x) such matter arbitration as well as the initial audit shall be resolved pursuant to borne between the provisions of Section 9.6 herein Parties in such manner as the Audit Arbitrator shall determine. Not later than *** days after such decision and (y) in the event that the overpayment to RUSH exceeds royalties due and owing to Rush over the term of the agreementaccordance with such decision, 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 Receptos shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2additional amounts or AbbVie shall reimburse the excess payments, as applicable. 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 The receiving Party shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions and the Parties shall cause the Audit Arbitrator to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement. (b) All Information, equipment and facilities used for any goods or services provided in accordance with this Schedule 2.5 shall be made available ***, upon Receptos’ request upon not less than *** days advance written notice, for inspection by Receptos and its representatives (including authorized third party consultants) during regular business hours. Such inspections may be conducted as reasonably requested during the term of this performance hereunder and for *** months after completion (or, if later, for as long as Drug Product is in use or undergoing clinical trials). Any authorized third party consultant shall execute a written confidentiality agreement in favor of AbbVie on terms no less strict than those set forth in the Development License and Option Agreement and be subject to AbbVie’s prior written approval. Receptos shall have the right to access the AbbVie facilities directly affecting the production of Drug Substance or Drug Product, and all applicable records related thereto, and to oversee production of Drug Substance and Drug Product in accordance with the Quality Agreement and AbbVie’s standard visitation policy, provided that such facilities and other AbbVie projects are not unreasonably disrupted during the inspection. Receptos shall have the right to comment on such production to a representative of AbbVie (the name of whom shall be provided to Receptos prior to the audit). The Parties shall discuss in good faith any issues that arise from the audit. (c) During the inspections provided for in Section 4.4(b), Receptos shall have the right to audit AbbVie for compliance with cGMPs. All such inspections and audits shall be conducted under conditions of confidentiality (including with respect to AbbVie’s obligations of confidentiality to Third Parties), and Receptos’ representatives shall be required to comply with AbbVie’s rules and regulations. Each Party shall bear its own costs and expenses associated with such inspections and audits amounting to *** days per year. Additional audit days will be billed at AbbVie’s then current hourly rate for each member of AbbVie’s personnel participating in such audit. (d) Within *** days of completing any audit set forth in Section 4.4(b) or (c), Receptos shall submit a report to AbbVie with any findings. If any items are identified as requiring follow-up action, then AbbVie shall respond to Receptos in writing within *** days of the receipt of the report. Such response shall state actions AbbVie plans to take to correct any such items and the proposed timing(s) and shall also set forth those items that AbbVie will not correct. In the event of a dispute as to those items that AbbVie will not correct, the matter shall be resolved in accordance with the alternative dispute procedures set forth in the Development License and Option Agreement. Any information obtained or observed by Receptos during an audit shall be considered Confidential Information of AbbVie and subject to confidentiality provisions set forth in the Development License and Option Agreement. (e) AbbVie will at all times allow Regulatory Authorities access to AbbVie’s facilities and records for the purposes of inspecting and auditing the same and, within *** Business Days following notification to AbbVie, AbbVie shall inform Receptos of any regulatory inspection relating to any goods or services provided in accordance with this Schedule 2.5 and will promptly notify Receptos in writing of any adverse finding relating thereto.

Audits. 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 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 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. (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. (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 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 and reasonably acceptable it, other than one to ACORDA to have access during normal business hourswhom VCS (in such capacity, upon thirty the “Auditee”) has a reasonable objection (30) days prior notice to ACORDAthe “Audit Team”), to such audit (at CLIENT’s or Novartis’ sole cost and expense, except as otherwise set forth in subsection (v) below) during ordinary business hours the books and records of the Auditee and the correctness of any payment made or required to be made to or by such Auditee, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee. ii. In respect of each audit of the Auditee’s books and records: (i) the Auditee may only be audited once per calendar year, unless a prior audit reveals any material discrepancy, in which case, more frequent audits will be permitted; (ii) no records for any given Agreement Year may be audited more than once for the same purpose, unless a prior audit reveals any material discrepancy, in which case, more frequent audits will be permitted; and (iii) the Audit Rights Holder shall only be entitled to audit books and records of ACORDA as may be reasonably necessary to verify the accuracy of Auditee from the royalty reports hereunder for any Royalty Year ending not more than twenty-four three (243) months Agreement Years prior to the date Agreement Year in which the audit request is made. iii. In order to initiate an audit for a particular Agreement Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder shall provide the Auditee with notice of one or more proposed dates of the audit not less than 30 calendar days prior to the 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 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. (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, Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by RUSH Ambrx and reasonably acceptable to ACORDA Merck, 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 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 Ambrx 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 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 Merck 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 Parties. [***] (ac) 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. (d) 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 RUSHAmbrx, 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 (e) Ambrx 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. ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Audits. Upon Novartis shall have audit rights as described in this Clause 8.5 for the written purpose of determining or reconciling computations made in respect of Net Sales. (a) Novartis may, upon request 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 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 the Purchaser has a reasonable objection (the “Audit Team”), to audit during ordinary business hours the books and reasonably acceptable records of the Purchaser to ACORDA the extent they relate to have access during normal business hoursany Milestone Payment and/or Net Sales Report and the correctness of any Milestone Payment made or required to be made by the Purchaser, upon thirty and any Net Sales Report underlying such payment (30or lack thereof), pursuant to the terms of this Asset Purchase Agreement. Prior to commencing its work pursuant to this Asset Purchase Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Purchaser. The Purchaser may be audited no more than once in respect of each of 2011 and 2012. (b) In order to initiate an audit, Novartis must provide written notice to the Purchaser on or before December 31, 2013. Novartis shall provide the Purchaser with notice of one or more proposed dates of the audit not less than forty-five (45) calendar days prior notice to ACORDAthe first proposed date. The Purchaser will reasonably accommodate the scheduling of such audit. The Purchaser shall provide the Audit Team with full and complete access to the applicable books and records to the extent they relate to any Milestone Payment and/or Net Sales Report and shall reasonably cooperate with such audit. (c) The audit report and basis for any determination of Net Sales and/or any Milestone Payment by an Audit Team shall be made available for review and comment by the Purchaser and the Purchaser shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Purchaser disputes. If the Parties disagree as to such further determination, Novartis and the Purchaser shall mutually select an internationally-recognized independent accounting firm that shall make a final determination as to the remaining matters in dispute that shall be binding upon the Parties. Neither the Audit Team nor the accountants selected pursuant to the immediately preceding sentence shall disclose to Novartis any information relating to the business of the records of ACORDA as may Purchaser except that which should properly have been contained in any Net Sales Report required hereunder or otherwise required to be reasonably disclosed to Novartis to the extent necessary to verify the accuracy of the royalty reports hereunder for any Royalty Year ending not more than twenty-four (24) months prior Milestone Payments required to be made pursuant 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 terms of this Agreement for a period of two yearsAsset Purchase Agreement. 5.5.1. If (d) Subject to the dispute resolution process referred to in clause (c) above, if the audit shows any under-reporting or underpayment, the Purchaser shall remit such accounting firm concludes that additional royalties were owed during such period, ACORDA shall pay underpayment (together with interest at the additional royalties within sixty rate of LIBOR (60) days calculated as of the date RUSH delivers such payment was originally due and as of the first day of each calendar quarter thereafter until such payment is paid) plus one percent (1%) per annum) to ACORDA Novartis within fifteen (15) calendar days of receiving 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 audit report. Subject to the provisions of Section 9.6 herein. In dispute resolution process referred to in clause (c) above, if the event audit shows any over-reporting or overpayment, Novartis shall remit such accounting firm concludes that amounts were overpaid by ACORDA during such period, such over 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 Purchaser within fifteen (15) calendar days of Section 9.6 herein and (y) receiving such audit report. Further, if the audit shows an under-reporting by the Purchaser for that period in the event that the overpayment to RUSH exceeds royalties due and owing to Rush over the term excess 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 Purchaser shall reimburse Novartis for the period being reviewed is discovered, then ACORDA shall pay the reasonable its 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 thirty (30) 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. (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, Aventis 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 Aventis 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 Aventis 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 Aventis shall pay the additional royalties royalties, with interest from the date originally due at an annual rate equal to the 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, within sixty thirty (6030) days of after the date RUSH Targacept delivers to ACORDA Aventis such accounting firm’s written report so correctly concluding; provided however, that, in . [********] In the event that ACORDA there was an over-payment by Aventis, Targacept shall not be promptly (but in agreement with the conclusion no event later than thirty (30) days after Targacept’s receipt 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’s written report) return to Aventis the excess amount. 5.5.2. Upon (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the expiration Sublicensee to make reports to Aventis, 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 Targacept’s independent accountant to royalties for such yearthe same extent required by Aventis under this Agreement. 5.5.3. RUSH (d) Targacept shall treat all financial information subject to review under this Section 5.5 7.10 in accordance with the confidentiality provisions of this AgreementArticle 9 and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accounting firm from disclosing to Targacept the information contemplated by Section 7.10(a).

Audits. Upon (a) From the First Commercial Sale (of the first Licensed Product to have a First Commercial Sale) until one Calendar Year after the conclusion of the final Royalty Term, upon the written request of 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 shallTGTX shall permit, at RUSH’s expenseshall cause its Affiliates and Sublicensees to permit, permit an independent certified public accounting firm of nationally recognized standing selected by RUSH Licensor (who has not been engaged by Licensor to provide services in any other capacity at any time during the three-year period before such selection), and reasonably acceptable to ACORDA TGTX or such Affiliate or Sublicensee, 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 and payment in the nature of royalties reports hereunder and payments under this Article V. Such review may cover: (i) the records for sales made in any Royalty Calendar Year ending not more than twenty-four (24) months prior to three years before the date of such request. The accounting firm shall provide , and (ii) only those periods that have not been subject to 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 yearsprior audit. 5.5.1. (b) If such accounting firm concludes that additional royalties and/or royalties/payment in the nature of royalties were owed during such period, ACORDA TGTX shall pay the additional royalties and/or royalties/payment in the nature of royalties within sixty (60) 15 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. If TGTX disagrees with such calculation, TGTX may contest such calculation in writing – at which point the parties will work in good faith to submit the matter to a mediator for resolution. If the parties are unable to reach an agreement via mediation, then TGTX may initiate a court action to seek to recover the additional payment or to increase the amount of credit or reimbursement. Licensor shall pay for the cost of any audit by ACORDA during such Licensor, unless TGTX has underpaid Licensor by 5% 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 5.7 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 (a) From the First Commercial Sale (of the first Licensed Product to have a First Commercial Sale) until one Calendar Year after the conclusion of the final Royalty Term, upon the written request of RUSH Licensor, and not more than once during the twelve (12) month period next following the expiration of in each Royalty Calendar Year during the term of the Agreement, ACORDA shallCoronado shall permit, at RUSH’s expenseshall cause its Affiliates and Sublicensees to permit, permit an independent certified public accounting firm of nationally recognized standing selected by RUSH and reasonably acceptable Licensor (who has not been engaged by Licensor to ACORDA provide services in any other capacity at any time during the three-year period before such selection), 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 Coronado and its Affiliates or Sublicensees to verify the accuracy of the royalty and payment in the nature of royalties reports hereunder and payments under this Article V. Such review may cover: (i) the records for sales made in any 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 only whether * Confidential material redacted and filed separately with 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 yearsCommission. 5.5.1. (b) If such accounting firm concludes that additional royalties and/or royalties/payment in the nature of royalties were owed during such period, ACORDA Coronado shall pay the additional royalties and/or royalties/payment in the nature of royalties within sixty (60) 15 days of after the date RUSH such public accounting firm delivers to ACORDA Coronado 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 Coronado’s request, shall be reimbursed to Coronado within 30 days after the date such public accounting firm delivers such report to Coronado. If Coronado disagrees with such calculation, Coronado may contest such calculation in writing – at which point the parties will work in good faith to submit the matter to a mediator for resolution in accordance with Section 11.7. Licensor shall pay for the cost of any audit by ACORDA during such Licensor, unless Coronado has underpaid Licensor by 5% 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 Coronado 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 5.7 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 If any Taxing Authority issues to any Company, Buyer or any of their respective Affiliates a written notice of its intent to audit, examine or conduct a Proceeding, a written notice of its determination of an objection to an assessment with respect to Taxes or Tax Returns of any Company for a Pre-Closing Period or a Straddle Period, or a written notice or inquiry with respect to any Taxes or the written request filing of RUSH and not more than once during the twelve a Tax Return relating to Taxes for which any Seller could be liable hereunder (12) month period next following the expiration of each Royalty Year during the term of the Agreementa “Tax Claim”), 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 Buyer will notify Sellers’ Representative 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 Tax Claim 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 RUSHfive Business Days following receipt; provided, however, that if an error in favor the failure of RUSH Buyer to notify Sellers’ Representative of more than its receipt of a Tax Claim within five percent (5%) of Business Days will not relieve Sellers from liability pursuant to Article 7 except 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 firm. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any Royalty Year (subject to tolling extent Sellers are prejudiced as a consequence of such period during the pendency of an audit relating failure. Sellers’ Representative will control, should it elect to such period under Section 5.5.1 above) the calculation of royalties payable do so, any Tax Claim and any other matter with respect to such year shall be binding a Pre-Closing Period of any Company (any Tax Claim controlled by Sellers’ Representative, a “Sellers’ Tax Contest”); provided that Buyer, at its sole cost and conclusive upon RUSHexpense, will have the right to participate in any Sellers’ Tax Contest, and ACORDA shall provided further, that Sellers will provide Buyer with a copy of the final resolution of any Sellers’ Tax Contest. Buyer will control any Tax Claim that is not a Sellers’ Tax Contest (a “Buyer’s Tax Contest”), provided that Sellers’ Representative, at Sellers’ expense, will have the right to participate in any Buyer’s Tax Contest that relates to a Straddle Period. The Party controlling a Tax Claim described in the preceding two sentences will not agree to settle such Tax Claim if such settlement could affect the Tax liability of the Other Party without the prior written consent of such Other Party, which consent will not be released from unreasonably withheld, delayed or conditioned; provided that if any liability or accountability with respect Party reasonably withholds consent for a settlement, the Other Party will be entitled to royalties enter into such settlement without the consent of such Party so long as the Other Party agrees to indemnify such Party for any adverse Tax consequences suffered by such yearParty as a result of such settlement. 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 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 Ista, but not more than once during the twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreementcalendar year, ACORDA shall, at RUSH’s expense, Allergan shall permit an independent certified public accounting firm accountant selected by RUSH Ista and reasonably acceptable to ACORDA Allergan, 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 Allergan as may be reasonably necessary to verify the accuracy of the royalty and profit reports hereunder for in respect of any Royalty Year quarter or quarters 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 whether In 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 event such accounting firm accountant concludes that additional royalties Royalties and Profit Payments were owed during such period, ACORDA shall pay the additional royalties Royalties and Profit Payments shall be paid within sixty thirty (6030) days of the date RUSH Ista delivers to ACORDA Allergan such accounting firm’s accountant'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 accountant shall be paid by RUSH; provided, however, Ista unless the audit discloses that if an error in favor of RUSH of the Royalties and Profit Payments reported payable by Allergan for the audited period have been understated by more than five ten percent (510%) of the royalties due hereunder Royalties and Profit Payments actually payable for the period being reviewed is discoveredsuch period, then ACORDA in which case Allergan shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2the accountant. 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 Ista agrees that all financial information subject to review under this Section 5.5 6.4 is confidential and that it shall cause its accountant to retain all such information in accordance with confidence. (b) Upon the confidentiality provisions written request of Allergan, but not more than once each calendar year, Ista shall permit an independent public accountant selected by Allergan and acceptable to Ista, which acceptance shall not be unreasonably withheld or delayed, to have access during normal business hours to such of the records of Ista as may be reasonably necessary to verify the accuracy of the Profit Payment calculations hereunder in respect of any quarter or quarters ending not more than thirty-six (36) months prior to the date of such request. In the event such accountant concludes that lower Profit Payments were owed by Allergan during such period, the difference between the Profit Payments owed by Allergan and the Profit Payments actually paid by Allergan shall be reimbursed by Ista within thirty (30) days of the date Allergan delivers to Ista such accountant's written report so concluding. The fees charged by such accountant shall be paid by Allergan unless the audit discloses that the various expenses reported by Ista for purpose of calculating the Profit Payment for the audited period are overstated by more than ten percent (10%) of the actual expenses for such period, in which case Ista shall pay the reasonable fees and expenses charged by the accountant. Allergan agrees that all information subject to review under this AgreementSection 6.4 is confidential and that it shall cause its accountant to retain all such information in confidence.

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. (a) Upon the written request of RUSH and not more than once during the twelve Holder Representative or the Majority Holders, as the case may be (12) month period next the “Requesting Party”), provided to Parent within 120 days following the expiration date on which Parent delivers a Covered Revenues Statement with respect to a Covered Revenues Measuring Period ending upon the last day of each Royalty Year during any Threshold Measuring Period pursuant to Section 4.4(b) (the term of the Agreement“Review Request Period”), ACORDA shallParent shall permit, at RUSH’s expenseand shall cause its Subsidiaries to permit, permit an independent certified public accounting firm of nationally recognized standing selected by RUSH the Requesting Party and reasonably acceptable to ACORDA Parent (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”) to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA Parent as may be reasonably necessary to verify the accuracy of any Covered Revenues Statements delivered with respect to the royalty reports hereunder Threshold Measuring Period most recently ended and the figures underlying the calculations set forth therein for any Royalty Year ending period within such Threshold Measuring Period, and subject to customary confidentiality provisions (it being understood that such review shall not more than twenty-four (24include any matter addressed in Section 6.5(b) months prior below). Parent shall pay, or cause to be paid, the date of such request. The accounting firm shall provide a written report as soon as practicable, which shall disclose only whether fees charged by 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 concludingIndependent Accountant; provided howeverprovided, that, in the event that ACORDA the Independent Accountant determines that the Covered Revenues included in the Covered Revenues Statements is either at least 95.5% of the Covered Revenues that should have been included in the Covered Revenues Statement or within $10,000,000 of the Covered Revenues that should have been included in the Covered Revenues Statement, the Holders shall pay, or cause to be paid, the fees charged by such Independent Accountant, which amount Parent may deduct from any future Covered Revenues Payments payable to Holders pursuant to this CVR Agreement. The Independent Accountant, acting as an expert and not as an arbitrator, shall be charged to come to a final determination as promptly as practicable (and in any event within 30 days) with respect to those specific items in the applicable Covered Revenues Statement that the Requesting Party and Parent disagree on and submit to it for resolution, and the scope of the disputes to be resolved by the Independent Accountant shall be limited to such specific items. If issues are submitted to the Independent Accountant for resolution, Parent shall, and shall cause its Subsidiaries to, furnish to the Independent Accountant such access, work papers and other documents and information related to those disputed issues as the Independent Accountant may request and as are available to Parent and subject to customary confidentiality provisions. The Independent Accountant shall disclose to the Requesting Party the amounts that the Independent Accountant believes to be due and payable by ▇▇▇▇▇▇ and 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 Parent with a copy of all disclosures made to the Requesting Party. (b) During the Review Request Period, the Requesting Party may also provide notice in writing to Parent challenging Parent’s determination that a given activity does not generate Covered Revenue recognized in any Covered Revenues Measuring Period for which any Covered Revenues Statement has been delivered with respect to the Threshold Measuring Period most recently ended, which notice shall (i) identify in reasonable detail why the Requesting Party believes such activity generated Covered Revenue recognized in such Covered Revenues Measuring Period, including identifying the activity and the clause of “Covered Revenue” at issue (the “Specified Dispute”), including with respect to challenges regarding Intellectual Property, identifying in reasonable detail the item(s) of Intellectual Property at issue and alleged infringing items (it being understood that such Specified Dispute shall not include any matter addressed in Section 6.5(a) above), and (ii) propose a relevant subject matter expert of nationally recognized standing to be appointed to resolve the Specified Dispute pursuant to the terms of this Section 6.5(b). Within 10 Business Days of the receipt of such notice, Parent shall either accept the appointment of such expert or shall propose in writing to the Requesting Party a different independent relevant subject matter expert of nationally recognized standing. For the next 15 Business Days thereafter, Parent and the Requesting Party shall discuss the selection of such expert and failing agreement, the experts proposed by ▇▇▇▇▇▇ and the Requesting Party shall in turn appoint an independent relevant subject matter expert to resolve such dispute pursuant to the terms of this Section 6.5 (the “Subject Matter Expert”), which expert shall be selected no later than the end of such 15-Business Day period. Within one month after the appointment of the Subject Matter Expert, each of Parent and the Requesting Party shall submit in writing to the Subject Matter Expert its arguments regarding the Specified Dispute. The Subject Matter Expert, acting as an expert and not as an arbitrator, shall be charged to come to a final determination with respect to the Specified Dispute as promptly as practicable (and in any event within one month) by adopting the position of either Parent or the Requesting Party. The Subject Matter Expert shall not be in agreement with permitted to make any determination other than adopting the conclusion position of such report (a) ACORDA shall not either Parent or the Requesting Party, and the scope of the disputes to be required to pay such additional royalties and (b) such matter resolved by the Subject Matter Expert shall be resolved pursuant limited to the provisions Specified Dispute. Parent shall permit, and shall cause its Subsidiaries to permit, the Subject Matter Expert to have access during normal business hours to such of Section 9.6 hereinthe records of Parent as may be reasonably necessary to resolve the Specified Dispute, subject to customary confidentiality provisions. In Parent shall pay, or cause to be paid, the event such accounting firm concludes that amounts were overpaid fees charged by ACORDA during such period, such over payment will be credited against future royaltiesthe Subject Matter Expert; 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 Subject Matter Expert determines that the provisions of Section 9.6 herein and (y) Covered Revenues included in the event that the overpayment to RUSH exceeds royalties due and owing to Rush over the term Covered Revenues Statements is either at least 95.5% of the agreementCovered Revenues that should have been included in the Covered Revenues Statement or within $10 million of the Covered Revenues that should have been included in the Covered Revenues Statement, RUSH the Holders shall reimburse ACORDA within 60 days for any remaining overpayment. The pay, or cause to be paid, the fees charged by such accounting firm Subject Matter Expert, which amount Parent may deduct from any future Covered Revenues Payments payable to Holders pursuant to this CVR Agreement. Parent shall, and shall cause its Subsidiaries to, furnish to the Subject Matter Expert such reasonable access, work papers and other documents and information related to disputed issues as the Subject Matter Expert may request and as are available to Parent, and subject to customary confidentiality provisions. The Subject Matter Expert shall disclose to the Requesting Party only the amounts that the Subject Matter Expert believes to be due and payable by Parent, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. The Subject Matter Expert shall provide Parent with a copy of all disclosures made to the Requesting Party. (c) Notwithstanding anything to the contrary, only one, and not both, of the Holder Representative or the Majority Holders may provide notice requesting an audit pursuant to Sections 6.5(a) or 6.5(b) during each Review Request Period. (d) All other items in the Covered Revenues Statement that the Requesting Party and Parent do not submit, prior to the end of the Review Request Period, to the Independent Accountant or to the Subject Matter Expert for resolution shall be paid deemed to be agreed by RUSH; providedthe Requesting Party and Parent and neither the Independent Accountant nor the Subject Matter Expert shall be charged with calculating or validating those agreed upon items. (e) If the Independent Accountant or Subject Matter Expert concludes that any Covered Revenues Payment amount should have been greater than the Covered Revenues Payment set forth in an applicable Covered Revenues Statement (the difference being the “CVR Shortfall”), 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 Parent shall pay the reasonable fees CVR Shortfall within 60 days of the date the Requesting Party deliver to Parent the Independent Accountant’s or Subject Matter Expert’s written report (the “Shortfall Report”); provided that the CVR Shortfall amount shall bear interest at the Shortfall Interest Rate beginning from 30 days after the date the Requesting Party delivers to Parent the Shortfall Report until payment is made to the Trustee. The decision of such Independent Accountant and expenses charged by such accounting firmSubject Matter Expert shall be final, conclusive and binding on Parent and the Holders, shall be non-appealable and shall not be subject to further review. 5.5.2. Upon (f) If, upon the expiration of twenty-four (24) months following the end Review Request Period, neither the Holder Representative nor the Majority Holders have requested a review of any Royalty Year (subject to tolling of such period during the pendency of an audit relating to such period under applicable Covered Revenues Statement in accordance with this Section 5.5.1 above) 6.5, the calculation of royalties the Covered Revenues Payment payable with respect to such year all Covered Revenues Measuring Periods within the applicable Threshold Measuring Period shall be conclusive and binding and conclusive upon RUSHon each Holder, and ACORDA Parent shall be released from any liability or accountability with respect to royalties for payments in respect of such yearCovered Revenues Measuring Periods in excess of such Covered Revenues Payment. 5.5.3. RUSH (g) Each Person seeking to receive information from Parent in connection with a review pursuant to this Section 6.5 shall treat enter into, and shall cause its accounting firm to enter into, a reasonable and mutually satisfactory confidentiality agreement with Parent or any Subsidiary obligating such party to retain all such financial information subject disclosed to review such party in confidence pursuant to such confidentiality agreement and not use such information for any purpose other than the completion of such review. (h) Parent shall use, and shall cause its Affiliates to use, its (and their) commercially reasonable efforts to include a provision in any license or distribution agreement with any third party with respect to any Covered Product or Service that would allow any Independent Accountant appointed pursuant to this Section 6.5 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 6.5 provided, that this provision shall not apply if the underlying license agreement with Parent or Affiliates would not customarily include audit rights. The parties hereto agree that, if Parent or its Affiliates have exercised audit rights under any collaboration, license, sublicense or distribution agreement, or any agreement referred to in the final proviso of the definition of “Covered Revenues Payment”, prior to the Requesting Party’s request for an audit under this Section 5.5 6.5 and under such collaboration, license, sublicense, distribution or other agreement Parent and its Affiliates cannot request another audit, the results of Parent’s prior audit of the counterparty shall be used for purposes of the audit requested by the Requesting Party under this Section 6.5 and that Parent shall not have any further obligation to provide access to the Independent Accountant or Subject Matter Expert with respect to such counterparty until such time as Parent may again exercise its rights of audit under the collaboration, license, sublicense, distribution or other agreement with such counterparty. (i) Each of the Requesting Party and Parent shall bear its own costs and expenses in accordance connection with the confidentiality provisions reviews and audits provided for in this Section 6.5, except that the fees and expenses of this Agreementthe Independent Accountant and/or the Subject Matter Expert will be borne as provided in Section 6.5(a) and Section 6.5(b), respectively.

Audits. 6.15.1 Upon the written request of RUSH a Party and with at least [***] 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 Agreement, ACORDA shall, at RUSH’s expense, other Party shall permit an independent certified public accounting firm of internationally recognized standing, selected by RUSH such first Party and reasonably acceptable to ACORDA such other Party, at such first Party’s sole cost and expense (except as set forth in this Section 6.155), to have access during normal business hours, upon thirty (30) days prior notice to ACORDA, hours to such of the records of ACORDA such other Party as may required to be reasonably necessary maintained under this Agreement to verify the accuracy of the royalty reports hereunder Royalty Reports due hereunder, in the case of MTEM, or to verify the accuracy of the Supply Price, in the case of Takeda. Such accountants may audit records relating to Royalty Reports or the Supply Price, as applicable, made for any 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 the Party requesting such audit only whether the royalty reports are Royalty Reports or the Supply Price, as applicable, were correct or incorrect not, and the specific details concerning any discrepanciesdiscrepancies and such information shall be shared at the same time with the other 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 yearsParty requesting such audit. 5.5.1. 6.15.2 If such accounting firm concludes that additional any royalties were owed during such periodbut not paid to MTEM, ACORDA Takeda shall pay the additional royalties within sixty (60) days of [***] following the date RUSH MTEM delivers to ACORDA Takeda 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 herein6.11. In the event If such accounting firm concludes that amounts were overpaid the Supply Price charged 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 MTEM was inconsistent with the conclusion of definition therefor and such report (x) such matter shall be resolved pursuant to the provisions of Section 9.6 herein and (y) inconsistency resulted in the event that the an overpayment to RUSH exceeds royalties due and owing to Rush over the term of the agreementby Takeda hereunder, RUSH MTEM shall reimburse ACORDA Takeda such overpayment within 60 days for any remaining overpayment[***] following the date Takeda delivers to MTEM such accounting firm’s written report so concluding, together with the interest payment required by Section 6.111. The fees charged by such accounting firm shall be paid by RUSHthe Party requesting such audit; provided, however, that if an error in favor of RUSH of the audit discloses that (a) the royalties payable by Takeda for the audited period are more than five percent (5%) [***] of the royalties due hereunder actually paid for such period, then Takeda shall pay the reasonable fees and expenses charged by such accounting firm or (b) the Supply Price payable by Takeda for the audited period being reviewed is discoveredless than [***] of the Supply Price actually paid for such period, then ACORDA MTEM shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon If such accounting firm concludes that the expiration of twenty-four royalties paid were more than what was owed during such period, MTEM shall refund the overpayments within thirty (2430) months days following the end of any Royalty Year (subject to tolling of date MTEM receives 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 yearaccounting 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. Upon the written request of RUSH CPEC 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, ARCA shall permit an independent certified public accounting firm selected by RUSH CPEC and reasonably acceptable to ACORDA ARCA to have access during normal business hours, upon thirty (30) ten-days prior notice to ACORDAARCA, to such of the records of ACORDA ARCA 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 requestrequest (provided that such accounting firm first agrees to a nondisclosure agreement acceptable to ARCA). The accounting firm shall provide a written report as soon as practicable, which shall disclose to CPEC 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. 5.5.15.4.1. If such accounting firm concludes that additional royalties were owed during such periodRoyalty Year, ACORDA ARCA shall pay the additional royalties within sixty thirty (6030) days of the date RUSH CPEC delivers to ACORDA ARCA 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 ARCA during such period, such over payment will be credited against future royalties; provided, however, that, in CPEC shall repay ARCA the event that RUSH shall not be in agreement with the conclusion amount of such report overpayment within thirty (x30) 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 CPEC receives such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by RUSHCPEC; provided, however, that if an error in favor of RUSH CPEC of more than the greater of (i) $100,000 or (ii) 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 of the accounting firm shall be paid by such accounting firmARCA. 5.5.25.4.2. 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 RUSHCPEC, and ACORDA ARCA shall be released from any liability or accountability with respect to royalties for such year. 5.5.35.4.3. RUSH CPEC shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality provisions of this Agreement.

Audits. Upon (a) During the written request term of RUSH the Agreement and for a period of three (3) years thereafter, CBLI, its Affiliates or sublicensees will keep complete and accurate records in sufficient detail to permit GPI to confirm the completeness and accuracy of the information presented in each Payment Report and all payments due hereunder. CBLI, its Affiliates or sublicensees will permit an independent, certified public accountant selected by GPI and reasonably acceptable to CBLI, which acceptance will not be unreasonably withheld or delayed (the “Auditor”) to audit or inspect those records of CBLI that relate to Net Sales and Payment Reports for one or more annual periods, for the sole purpose of verifying the: (i) accuracy of the Payment Reports required under Section 5A.5 and royalties and other payments payable in U.S. dollars which will have accrued hereunder in respect of Net Sales for the period under review; and (ii) withholding taxes, if any, required by law to be deducted as a payment by CBLI in respect of such Net Sales. Such inspection will be conducted during CBLI’s normal business hours at such place where such records are customarily kept, no more than once during the in any twelve (12) month period next following the expiration of each Royalty Year during the term of the Agreement, ACORDA shall, and upon 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 least sixty (3060) days prior written notice by GPI to ACORDA, CBLI. The Auditor will execute a reasonable written confidentiality agreement with CBLI and will disclose to such of GPI only the records of ACORDA as may be reasonably necessary to verify the amount and 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 payments reported and actually paid or incorrect otherwise payable under this Agreement and the specific details concerning any discrepancies. This Section 5.5 shall survive The Auditor will send a copy of the expiration or termination of this Agreement for a period of two yearsreport to CBLI at the same time it is sent to GPI. 5.5.1. If such accounting firm (b) In the event that the Auditor concludes that additional royalties were owed during such periodrequired for the annual period under review, ACORDA shall pay the additional royalties Royalty Payment will be paid within sixty thirty (6030) days of the date RUSH the Auditor delivers its report to ACORDA the parties so concluding that such accounting firm’s written report so concluding; provided howeverpayments were underpaid, that, in the event that ACORDA shall not and excess royalties paid will be in agreement with the conclusion reimbursed to CBLI by GPI within thirty (30) days. The payment of such report (a) ACORDA shall not be required to pay such additional royalties and (b) such matter to GPI shall be resolved pursuant to the provisions of bear interest as described in 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 overpayment5A.5(b). The fees charged by such accounting firm shall the Auditor will be paid by RUSH; provided, however, that if GPI unless the audit discloses an error in favor underpayment of RUSH of royalties paid or payable by CBLI for the annual period under review by more than five percent (5%) of the royalties due hereunder for the period being reviewed is discoveredamount due, then ACORDA in which case CBLI shall pay (or reimburse GPI for) the reasonable fees and expenses charged by such accounting firmthe Auditor. 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 Erasca shall (and shall ensure that its Affiliates and sublicensees will) maintain complete and accurate records in sufficient detail to permit NiKang to confirm the accuracy of any royalty payments and other amounts payable under this Agreement and to verify the achievement of sales based milestone under this Agreement. 5.2.2 Upon the written request of RUSH NiKang 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, Erasca shall permit an independent certified public accounting firm of nationally recognized standing selected by RUSH NiKang and reasonably acceptable to ACORDA Erasca, at NiKang’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 Erasca, its Affiliates and sublicensees 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 twelve (2412) months 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 NiKang has already conducted an audit under this Agreement for a period of two yearsSection). 5.5.1. 5.2.3 If such accounting firm concludes that additional royalties amounts were owed during such the audited period, ACORDA Erasca shall pay such additional amounts plus interest (calculated from the additional royalties original due date in accordance with Section 6.3) within sixty thirty (6030) days of after the date RUSH NiKang delivers to ACORDA Erasca 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 RUSHNiKang; provided, however, if the audit discloses that if an error in favor of RUSH of the amount payable by Erasca for such period are more than five [***] percent (5[***]%) of the royalties due hereunder amount actually paid for the period being reviewed is discoveredsuch period, then ACORDA Erasca shall pay the reasonable fees and expenses charged by such accounting firm. Should the audit lead to the discovery of a discrepancy to Erasca’s favor, Erasca shall have the right to credit such overpayment against future payments, unless there are no further payments due in which case NiKang shall pay to Erasca the amount of the discrepancy, without interest, within forty-five (45) days of NiKang’s receipt of the report. 5.5.2. Upon the expiration of twenty-four (24) months following the end of any Royalty Year (subject 5.2.4 NiKang 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 Erasca shall have the right to require that such accounting firm, prior to conducting such audit, enter into an appropriate non-disclosure agreement with Erasca regarding such financial information. The accounting firm shall disclose to NiKang only whether the confidentiality provisions reports are correct or not and the amount of this Agreementany discrepancy. No other information shall be shared. NiKang shall treat all such financial information as Erasca’s Confidential Information.

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. 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 shallyears thereafter, at RUSH’s expensethe request and expense of Orexigen under this Article 7, Takeda shall permit an independent independent, certified public accounting firm selected accountant of nationally recognized standing appointed by RUSH Orexigen, and reasonably acceptable to ACORDA to have access during normal business hoursTakeda, at reasonable times and upon thirty (30) days prior notice to ACORDAreasonable notice, but in no case more than [***] 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 and the correctness of any royalty payment made under this Agreement for any period within the *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to verify the accuracy omitted portions. preceding [***] ([***]) Calendar Years. Results of any such examination shall be made available to both Takeda and Orexigen. The independent, certified public accountant shall disclose to Orexigen only the royalty reports amounts which the independent auditor believes to be due and payable 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 practicableOrexigen, which shall disclose only whether the royalty reports are correct or incorrect and the specific 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 Takeda’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party other than a party to an Upstream Agreement as required under the expiration or termination Upstream Agreements. If, as a result of any inspection of the books and records of Takeda, it is shown that payments received by Orexigen under this Agreement for a period of two years. 5.5.1were less than the amount which should have been received, then Takeda shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within [***] ([***]) days. If such accounting firm concludes that additional royalties were owed during such period, ACORDA Orexigen 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, except 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 Takeda underpaid royalty payments 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 )[***] during the period being reviewed is discoveredin question as per the audit, then ACORDA Takeda shall pay the reasonable fees costs of the audit. Takeda acknowledges and expenses charged by such accounting firm. 5.5.2. Upon agrees that ▇▇▇▇▇ shall have the expiration of twenty-four (24) months following the end of any Royalty Year (subject right 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 Orexigen’s books in accordance with the confidentiality provisions of this AgreementSection 7.7.

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 4.4 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 Sales 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 account 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 4.6(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. Upon (a) Within sixty (60) days after the written end of each calendar year, at the request of RUSH a Participant, an audit shall be completed by certified public accountants selected by, and independent of, the Manager. The audit shall be conducted in accordance with generally accepted auditing standards and shall cover all books and records maintained by the Manager pursuant to this Agreement, all Assets and Encumbrances, and all transactions and Operations conducted during such calendar year, including production and inventory records and all costs for which the Manager sought reimbursement under this Agreement, together with all other matters customarily included in such audits. All written exceptions to and claims upon the Manager for discrepancies disclosed by such audit shall be made not more than once during three (3) months after receipt of the twelve audit report, unless either Participant elects to conduct an independent audit pursuant to Subsection 9.6(b) which is ongoing at the end of such three (123) month period, in which case such exceptions and claims may be made within the period next following provided in Subsection 9.6(b). Failure to make any such exception or claim within such period shall mean the expiration audit is deemed to be correct and binding upon the Participants. The cost of all audits under this Subsection shall be charged to the Business Account. (b) Notwithstanding the annual audit conducted by certified public accountants selected by the Manager, each Royalty Year during Participant shall have the term of the Agreement, ACORDA shall, at RUSH’s expense, permit right to have an independent certified public accounting firm selected audit of all Business books, records and accounts, including all charges to the Business Account. This audit shall review all issues raised by RUSH and reasonably acceptable to ACORDA to have access during normal business hoursthe requesting Participant, upon with all costs borne by the requesting Participant. The requesting Participant shall give the other Participant thirty (30) days prior notice of such audit. Any audit conducted on behalf of either Participant shall be made during the Manager's normal business hours and shall not interfere with Operations. Neither Participant shall have the right to ACORDA, to such audit records and accounts of the records of ACORDA as may be reasonably necessary Business relating to verify the accuracy of the royalty reports hereunder for any Royalty Year ending not transactions or Operations more than twenty-four (24) months prior after the calendar year during which such transactions, or transactions related to such Operations, were charged to the date Business Account. All written exceptions to and claims upon the Manager for discrepancies disclosed by such audit shall be made not more than three (3) months after completion and delivery of such request. The accounting firm shall provide a written report as soon as practicableaudit, 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 they 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 firmdeemed waived. 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 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 the Seller, the Buyer shall, and not more than once during shall cause the twelve (12) month period next following the expiration of each Royalty Year during the term other members of the Agreement, ACORDA shall, at RUSH’s expenseBuyer Rights Group to, permit an independent certified public accounting firm accountant selected by RUSH the Seller and reasonably acceptable satisfactory to ACORDA the Buyer and the relevant member of the Buyer Rights Group (the “Accountant”) to have reasonable access upon reasonable prior notice and during normal business hours, upon but no more than once during any calendar year, to review the records specified in Section 1.9(e)(iii) solely for the purpose of determining the accuracy of the reports described in Section 1.9(e)(i) and Section 1.9(e)(iv) (an “Audit”), at the Seller’s expense. Before conducting the Audit, the Accountant must execute a reasonable confidentiality agreement with the Buyer and, if applicable, the relevant Buyer Rights Group member. In acting hereunder, the Accountant shall act as an expert and not as arbitrator, and Accountant’s authority is limited to resolving disputed issues of fact (and not law). The procedures set forth in this Section 1.9(f) concerning the determinations set forth herein by the Accountant shall be governed by the law of expert determination and appraisal rather than the law of arbitration. If the Accountant concludes that any Milestone Payment was not paid when due, the Seller shall be entitled to deliver a written notice of such non-payment (a “Dispute Notice”), in which case the Seller and the Buyer shall, for a period of not less than thirty (30) calendar days prior notice to ACORDA, to such after delivery of the records of ACORDA Dispute Notice, attempt in good faith to resolve the items in dispute. If no agreement is reached by the Seller and the Buyer as may be reasonably necessary to verify the accuracy calculation of the royalty reports hereunder for any Royalty Year ending not more than twenty-four disputed amount within thirty (2430) months prior calendar days after delivery of a Dispute Notice, then either party shall have the right 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, pursue applicable legal remedies 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 herein6.9. In If the event such accounting firm concludes that amounts were overpaid by ACORDA during such periodSeller and the Buyer agree, such over payment will be credited against future royalties; provided, however, or any dispute resolution mechanism determines that, in the event that RUSH shall any Milestone Payment was not be in agreement with the conclusion paid as a result of such report (x) such matter shall be resolved pursuant to the provisions an underreporting 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 Net Sales 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%) ), the Buyer shall reimburse the Seller for the reasonable out-of-pocket costs of the royalties due hereunder for Audit. A quarterly period can only be subject to an Audit on one occasion and the period being reviewed is discovered, then ACORDA Seller shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.2. Upon the expiration of twenty-four not be permitted to Audit a calendar quarter more than three (243) months following years after 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 yearquarter. 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 a Party, 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 of internationally recognized standing selected by RUSH 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. the requesting Party, and reasonably acceptable to ACORDA the other Party, 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 the applicable records of the records of ACORDA other Party and its Affiliates to verify, as may be reasonably necessary to verify applicable, the accuracy and timeliness of the royalty reports hereunder and payments made by Soligenix under this Agreement or the amounts charged by Intrexon to Soligenix under this Agreement as its Fully Loaded Cost. Such review may cover the records for sales made in any Royalty Year calendar year with respect to an audit of Soligenix, and for Fully Loaded Costs with respect to an audit of Intrexon, in each case 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 Fully Loaded Costs charges, as applicable, 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 to Intrexon or over-charged by Intrexon during such period, ACORDA as appliacble, Soligenix or Intrexon, respectively, shall pay additional amounts, with interest from the additional royalties date originally due with respect to royalty payments by Soligenix 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 agreementunderpayment or over-charging, RUSH shall reimburse ACORDA within 60 days for any remaining overpayment. The fees charged by such accounting firm shall be paid by RUSH; providedas applicable, however, that if an error in favor of RUSH of more is greater than five percent (5%) of the royalties due hereunder total amount actually owed or charged for the period being reviewed is discoveredaudited, then ACORDA the other Party shall in addition reimburse the auditing Party for all costs related to such audit; otherwise, the auditing Party shall pay all costs of the reasonable fees and expenses charged audit. In the event of overpayment of royalties by Soligenix, any amount of such accounting firmoverpayment 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 Soligenix over next three (3) quarters, Intrexon will promptly repay to Soligenix any amount exceeding that projected amount. 5.5.2. Upon the expiration of twenty-four (24c) months following the end of any Royalty Year The auditing Party 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 the other Party 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, 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 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. Upon Reliant shall have the written request of RUSH right to audit and not more than once during validate Purchaser’s Quarterly Payment Reports as well as the twelve information contained in such reports (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 the immediately prior audit did not result in an adjustment in Reliant’s favor, Reliant’s audit right shall not be exercised more than once per calendar year). If the amount owed by Purchaser was underpaid, Purchaser shall pay any additional undisputed amount owed and all accrued interest (calculated at “prime rate” as reported in agreement with the conclusion The Wall Street Journal) thereon to Reliant within five (5) business days after Purchaser’s receipt of notice of such report (a) ACORDA shall not be required to pay such additional royalties and (b) such matter shall be resolved pursuant to underpayment. If the provisions amount underpaid was in excess 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 discoveredamount owed, then ACORDA shall pay the reasonable fees and expenses charged for such audit shall also be paid by Purchaser within five business (5) days after its receipt of notice of same. If Purchaser overpaid any amounts, Reliant shall pay such accounting firm. 5.5.2. Upon overpaid amount to Purchaser within five (5) business days of the expiration of twenty-four (24) months following the end of any Royalty Year (subject to tolling completion of such period during the pendency of an audit. Each audit relating to such period under Section 5.5.1 above) the calculation of royalties payable with respect to such year shall be binding conducted during normal business hours, upon reasonable advance notice and conclusive upon RUSH, and ACORDA shall be released from any liability or accountability with respect in a manner that does not cause unreasonable disruption to royalties for such year. 5.5.3the conduct of business of the Purchaser. RUSH shall Reliant will treat all financial information subject to review under this Section 5.5 3.3(c) in accordance with the confidentiality provisions of Article IX. Prior to conducting any audit hereunder, Reliant will cause its accounting firm to enter into a reasonably acceptable confidentiality agreement [***]: Certain information on this Agreementpage has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. with the Purchaser obligating such accounting firm to maintain all such financial information in confidence.

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, LICENSEE shall permit an independent certified public accounting firm of internationally recognized standing, selected by RUSH LICENSOR and reasonably acceptable to ACORDA LICENSEE, at LlCENSOR'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[***]. The accounting firm shall provide a written report as soon as practicable, which shall disclose to LICENSOR only whether the royalty reports records 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. 5.5.15.2.2. If such accounting firm concludes that additional royalties were owed during such period, ACORDA LICENSEE shall pay the additional royalties within sixty (60) days of 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 payable by LICENSEE 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 LICENSEE shall pay the reasonable fees and expenses charged by such accounting firm. 5.5.25.2.3. Upon LICENSEE shall include in each permitted sublicense granted by it pursuant to the Agreement a provision requiring the SUBLICENSEE to make reports to LICENSEE, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by LlCENSOR's independent accountant to the same extent required with respect to LICENSEE's records under this Agreement. 5.2.4. Except in the case of circumstances which would have prevented an error or anomaly from being disclosed during the audit hereabove mentioned, such as fraud or other failure to provide accurate information, 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 shall be binding and conclusive upon RUSHLICENSOR, and ACORDA LICENSEE, its Affiliates and Sublicensees 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 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.

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) Zai shall keep, and shall require its Affiliates and Sublicensees to keep (all in accordance with the GAAP), for a period not less than […***…] years from the end of the Calendar Year to which they pertain, complete and accurate records in sufficient detail to properly reflect Net Sales and to enable any Milestone Payment payable hereunder to be determined. (b) Upon the written request of RUSH TPTX, Zai shall 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 Agreementshall 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 TPTX and reasonably acceptable to ACORDA Zai, at TPTX’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 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 […***…]. These rights with respect to any Calendar Year shall […***…] end of any such Calendar Year and shall be limited to once each Calendar Year (24) months prior to provided that the date of such requestforegoing frequency limit shall not apply if TPTX has cause). The accounting firm TPTX shall provide Zai with a copy of the accounting 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 of this Agreement for a period of two years. 5.5.1[…***…]. If such accounting firm concludes that additional royalties were owed during such periodan underpayment was made, ACORDA then Zai shall pay the additional royalties amount due within sixty (60) […***…] days of the date RUSH TPTX delivers to ACORDA Zai 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 overpaid by ACORDA during an overpayment was made, then such period, such over payment will overpayment shall be credited against any future royalties; providedpayment due to TPTX hereunder (if there is no future payment due, however, thatthen TPTX shall promptly refund such overpayment to Zai). TPTX shall bear the full cost of such audit unless such audit discloses that the additional payment payable by Zai for the audited period is more than […***…] of the amount otherwise paid for that audited period, in 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 which case Zai shall pay the reasonable fees and expenses charged by such the accounting firm. 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 TPTX shall treat all financial 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, shall 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 TPTX, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by Zai or the amount of payments to or by Zai under this Agreement. (d) Zai shall include in each relevant sublicense granted by it a provision requiring any Sublicensee to maintain records of sales of Products made pursuant to such sublicense, and to grant access to such records by an accounting firm to the same extent and under the same obligations as required of Zai under this Agreement. TPTX shall advise Zai in advance of each audit of any such Sublicensee with respect to the Net Sales of the Products either by TPTX or its designated auditor under the terms of such Sublicensee agreement. TPTX shall provide Zai with a summary of the results received from the audit and, if Zai so requests, a copy of the audit report. TPTX shall pay the full costs charged by the accounting firm, unless the audit discloses that the additional payments payable to TPTX for the audited period is more than […***…] from the amounts otherwise paid for that audited period, in which case Zai shall pay the reasonable fees and expenses charged by the accounting firm.

Audits. (a) Upon the written request of RUSH AVEO 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 AVEO and reasonably acceptable to ACORDA MERCK, at AVEO’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 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 AVEO 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 AVEO. 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 AVEO 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; provided, however, that if an error in favor AVEO unless the underpayment exceeded the greater of RUSH of more than [**] thousand dollars ($[**]) and five percent (5%) of the royalties due hereunder royalty owed by MERCK to AVEO for the period being reviewed is discoveredsuch Calendar Year, then ACORDA in which case, MERCK shall pay to AVEO the reasonable fees and expenses charged by such accounting firm. 5.5.2(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 AVEO’s independent accountant to the same extent required of MERCK 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 payable with respect to such year shall be binding and conclusive upon RUSHAVEO, 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 (d) AVEO shall treat all financial information subject to review under this Section 5.5 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with MERCK and/or its Related Parties obligating it to retain all such information in confidence pursuant to such confidentiality agreement.

Audits. Upon (a) From the First Commercial Sale (of the first Licensed Product to have a First Commercial Sale) until one Calendar Year after the conclusion of the final Royalty Term, upon the written request of RUSH Ligand, 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 shallSeelos shall permit, at RUSH’s expenseand shall cause each Sublicensee to permit, permit an independent certified public accounting firm of nationally recognized standing selected by RUSH Ligand (who has not been engaged by Ligand or any of its Affiliates to provide services in any other capacity at any time during the three-year period before such selection), and reasonably acceptable to ACORDA Seelos, 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 Seelos and its Sublicensees to verify the accuracy of the royalty and payment in the nature of royalties reports hereunder and payments under this Article V. Such review may cover: (i) the records for sales made in any Royalty Calendar Year ending not more than twenty-four (24) months prior to three years before the date of such request. The , and (ii) only those periods that have not been subject to a prior audit. (b) If such accounting firm reasonably concludes that additional royalties and/or royalties/payment in the nature of royalties were owed during such period, Seelos shall provide a pay the additional royalties and/or royalties/payment in the nature of royalties within 30 days after the date such public accounting firm delivers to Seelos such accounting 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 of this Agreement for a period of two years. 5.5.1report. If such accounting firm concludes that additional royalties were owed during an overpayment was made, such periodoverpayment shall be fully creditable against amounts payable in subsequent payment periods or at Seelos’ request, ACORDA shall pay the additional royalties be reimbursed to Seelos within sixty (60) 30 days of after 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 delivers such report to Seelos. If Seelos disagrees with such calculation, Seelos may initiate a court action to seek to recover the additional payment or to increase the amount of credit or reimbursement. Ligand shall pay for the cost of any audit by ACORDA during such Ligand, unless Seelos has underpaid Ligand by [* * *]% or more for a specific royalty period, such over payment will be credited against future royalties; provided, however, that, in which case Seelos shall pay for the event that RUSH shall not be in agreement with reasonable costs of audit. If Seelos has so paid for 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 reasonable costs of the agreementaudit but a court of competent jurisdiction thereafter determines that Seelos had not underpaid Ligand by [* * *]% or more for such specific royalty period, RUSH Ligand shall reimburse ACORDA within 60 days for any remaining overpayment. The fees charged by forthwith refund 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 firmcosts to Seelos. 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 5.7 in accordance with the confidentiality provisions of Article VIII 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 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. 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.