Common use of Audits Clause in Contracts

Audits. During the Term and for a period of five (5) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that 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 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 were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the audit.

Audits. During the Term and for a period of five (5) years [*] thereafter, Celgene Gilead shall permit an independent, certified public accountant accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to CelgeneGilead, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years[*]; provided provided, however, that 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 Celgene Gilead and GlobeImmune. The independent, certified public accountant Such accounting firm shall disclose to GlobeImmune only the amounts that the independent auditor 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 accountant accounting firm shall be deemed CelgeneGilead’s Confidential Information which may not be disclosed by said independent, certified public accountant accounting firm to any Third Party, and Celgene Gilead may require such accountant accounting firm 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 98. If, as a result of any inspection of the books and records of CelgeneGilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within ninety (90) days[*]. If, as a result of any [*] = 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. inspection of the books and records of CelgeneGilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at CelgeneGilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days [*] or credit such amounts to Celgene Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene Gilead shall pay the reasonable out-of-pocket costs of the audit.

Audits. During the Term and for a period of five Upon not less than ten (510) years thereafterdays’ prior written notice, Celgene shall Hapbee will permit an independent, certified public accountant of nationally recognized standing appointed selected by GlobeImmune, EMulate and reasonably acceptable to CelgeneHapbee, at reasonable times and upon reasonable noticewhich acceptance will not be unreasonably withheld or delayed (for the purposes of this Section 8.5, but in no case more than once per Calendar Yearthe “Auditor”), to examine (but not copy) such audit or inspect those books or records as may be necessary of Hapbee, its Sublicensees and Distributors that relate to Net Income, or Royalty Reports for the sole purpose of verifying (a) the calculation and reporting royalties payable hereunder in respect of Net Sales Income, (b) the withholding taxes, if any, required by Applicable Law to be deducted as a payment by Hapbee in respect of such Net Income, and (c) the correctness exchange rates used in determining the amount of any payment made U.S. dollars. The Auditor will disclose to EMulate only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results The Auditor will send a copy of any the report to Hapbee at the same time it is sent to EMulate. EMulate will bear the full cost of 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 audit unless such audit discloses an underpayment of 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 actually owed of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than five percent (5%), in which case Hapbee will bear 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable full out-of-pocket costs pocket, external cost of such audit. Within thirty (30) days from the auditor’s report, Hapbee will submit to EMulate any underpayment discovered in such audit, or EMulate will refund any amounts shown to have been overpaid, in each case as applicable.

Audits. During the Term and for a period of Upon at least forty-five (545) years thereafterdays prior written notice to the other Party, Celgene shall permit a Party will have the right, once annually at its own expense, to have an independent, certified public accountant of nationally recognized standing appointed accounting firm, selected by GlobeImmune, such Party and reasonably acceptable to Celgenethe other Party, at reasonable times inspect relevant books and upon reasonable noticerecords of the other Party in the location(s) where such books and records are maintained by the other Party. The written notice from the auditing Party shall name the accounting firm and shall describe the scope of the audit to be conducted and the records and statements sought to be verified. Such audit shall be conducted during regular business hours and under obligations of strict confidence, but in no case more than once per Calendar Year, to examine (but not copy) such records as may and shall be necessary conducted for the sole purpose of verifying the calculation basis and reporting accuracy of Net Sales any report(s) submitted by the audited Party and the correctness payment of any payment made under this Agreement for any period within the preceding five (5) years; provided that 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 Celgene costs and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the Profit-sharing 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. Ifhereunder, as a result of any inspection of applicable, all to ascertain that all costs charged and payments made hereunder are correct in accordance with the Transaction Agreements, in each case with respect to relevant books and records corresponding to the prior twenty-four (24) month period. If such audit of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgeneconcludes that the audited Party has failed to accurately report any cost, it is shown that payments under this Agreement were more than the amount which should have been paidProfit or payment information, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that of any underpayment, the audited Party shall pay to the auditing Party any undisputed additional amounts were underpaid by Celgene by more than [*] of due within thirty (30) days after the undisputed date the audited Party receives such accounting firm’s written report so concluding, together with interest calculated using the prime rate (as published in The Wall Street Journal on the date when payment was due) plus three percent (3%) for the time from which the amounts that should have been paid until the time of actual payment. If such undisputed underpayment exceeds seven and one-half percent (7.5%) of the payments that were to be paid to the auditing Party during the period audited, the audited Party also shall reimburse the auditing Party for the amounts (reasonable fees and expenses) paid to the accounting firm in question as per conducting the audit. If such accounting firm concludes that the audited Party overpaid the auditing Party, the auditing Party shall refund such undisputed overpayments to the audited Party within thirty (30) days after the date the auditing Party receives such accounting firm’s report so concluding. If the audited Party disputes the results of the audit, Celgene such dispute shall pay be resolved by the reasonable out-of-pocket costs of the auditParties’ CFOs, and any purported underpayment shall be withheld until such dispute is finally resolved.

Audits. During TAIHO shall keep (and shall require its Affiliates and Sublicensees to keep) complete and accurate records pertaining to the Term and manufacture, Development, sale or other disposition of Licensed Products in sufficient detail to permit Arcus to confirm the accuracy of all payments due hereunder for a period of five (5) [***] years thereafterfrom the end of the calendar year to which such records relate. Arcus shall have the right, Celgene shall permit once annually, to cause an independent, certified public accountant of nationally recognized standing appointed (the “Auditor”) to audit such records solely to confirm the amounts payable by GlobeImmune, and reasonably acceptable TAIHO to Celgene, at reasonable times and upon reasonable notice, but in no case Arcus under this Agreement for a period covering not more than once per Calendar Yearthe preceding [***] years, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the including, without limitation, calculation and reporting of Net Sales and the correctness payment of any payment made under this Agreement for any period within the preceding five (5) years; royalties, provided that GlobeImmune with respect to such records of Sublicensees, TAIHO shall only be entitled obligated to one use Commercially Reasonable Efforts to obtain such rights for Arcus from its Sublicensees and, if TAIHO is unable to obtain from any Sublicensee such right for Arcus to audit following expiration or termination such records of this Agreement. Results such Sublicensee, TAIHO shall obtain the right to inspect and audit such Sublicensee’s books and records for itself and shall exercise such audit rights on behalf and at the reasonable expense of Arcus upon Arcus’s written request and disclose the results of any such examination audit to Arcus in accordance with this Section. Such audits may be exercised during normal business hours upon reasonable prior written notice to TAIHO. The Auditor will, prior to the conduct of any such audit, execute a reasonable written confidentiality agreement with TAIHO. The Auditor will send a copy of the report to TAIHO at the same time it is sent to Arcus that states whether the royalties and other payments hereunder are correct or incorrect and, if they are incorrect, the amount of any underpayment or overpayment along with reasonable details for how such underpayment or overpayment was determined. The report sent to both parties will include the methodology and calculations used to determine the results. Prompt *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED adjustments shall be made available by the parties to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only reflect 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 results of such audit. Any and all records examined by such independent accountant Arcus 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 bear the full cost of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result audit unless such audit establishes an underpayment by TAIHO of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [***] percent ([***]%) of the undisputed amounts that should have been paid during amount due for the period in question as per covered by the audit, Celgene in which case, TAIHO shall pay bear the reasonable out-of-pocket costs full cost of such audit and shall promptly remit to Arcus the auditamount of any underpayment, together with a late fee which shall be calculated on such late payment in accordance with Section 6.5 below.

Audits. During AC Immune shall have the Term right, at its own expense and for a period of five (5) years thereafterno more than once per year, Celgene shall permit to have an independent, certified public accountant of nationally recognized standing appointed accountant, selected by GlobeImmune, AC Immune and reasonably acceptable to CelgenePiramal, at reasonable times and review all records maintained in accordance with Section 8.11 upon reasonable noticenotice and during regular business hours and under obligations of strict confidence, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation basis and reporting accuracy of Net Sales payments required and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune prior [*****] month period. No calendar quarter may be audited more than one time. Piramal shall only be entitled receive a copy of each audit report promptly from AC Immune. Should the inspection lead to one audit following expiration or termination the discovery of this Agreement. Results a discrepancy to AC Immune’s detriment, Piramal shall pay the amount of any such examination shall be made available to both Celgene and GlobeImmune. The independentthe discrepancy in AC Immune’s favor plus interest accrued, 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 compounded semiannually from the amount paid and day the amount relevant payment(s) were due, and within [*****] days after being notified thereof. AC Immune 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 pay the obligations set forth in Article 9. If, as a result of any inspection full cost of the books and records of Celgene, it inspection unless the discrepancy is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more greater than [*] ****], in which case Piramal shall pay to AC Immune the actual cost charged by such accountant for such inspection. If such audit shows a discrepancy in Piramal’s favor, then Piramal may credit the amount of such discrepancy against subsequent amounts owed to AC Immune, or if no further amounts are owed under this Agreement, then AC Immune shall pay Piramal the amount of the undisputed amounts that should have been paid during the period in question as per the auditdiscrepancy without interest within [*****] days after being notified thereof. CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, Celgene shall pay the reasonable out-of-pocket costs of the audit.AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL –

Audits. During Xxxxxxx shall and shall cause Related Parties to maintain complete and accurate financial records of the Term Net Sales of Products and for a period calculation of five (5) years thereaftercorresponding 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 ACI but not more often than once every Calendar Year, Celgene shall at ACI’s expense, Xxxxxxx will permit an independent, independent certified public accountant of nationally recognized standing appointed selected by GlobeImmune, ACI and reasonably acceptable to Celgene, at reasonable times Xxxxxxx to have access during normal business hours to those financial records of Xxxxxxx and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records its Related Parties as may be reasonably necessary for the sole purpose of verifying the calculation and reporting accuracy of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; quarterly royalty calculations provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this AgreementACI. Results of any such Such examination shall be made available limited 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 a period of time 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 were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*****] immediately preceding the request for examination. An audit of the undisputed records relating to a particular Calendar Year may be conducted only once. The report of the independent public accountant shall be shared with Xxxxxxx prior to distribution to ACI so that Xxxxxxx 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 Xxxxxxx 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 should have been paid is ordinarily not included in the royalty reports) disclosed to the auditor during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs course of the audit. If Xxxxxxx’x royalties are found to be in error such that royalties were underpaid, Xxxxxxx shall remit to ACI within [*****] after Xxxxxxx’x receipt of such report, [*****]. If the report shows any overpayment, Xxxxxxx shall receive a credit equal to the overpayment against the royalty otherwise payable to the ACI. If Xxxxxxx disagrees with the findings of the audit report, the Parties will first seek to resolve the matter, and in the event they fail to reach agreement, the dispute resolution provisions outlined in Section 13.7 shall be followed to resolve the dispute. ACI shall treat all financial information subject to review or under 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 Xxxxxxx and/or its Related Parties obligating it to retain all such information in confidence.

Audits. During Such Borrower Party will furnish to each Managing Agent from time to time such information with respect to it and the Term Receivables as such Managing Agent may reasonably request. Such Borrower Party will, from time to time during regular business hours as requested by such Managing Agent upon reasonable notice and for a period at the sole cost of five such Borrower Party, permit such Managing Agent, or its agents or representatives, (5i) years thereafterto examine and make copies of and abstracts from all Records in the possession or under the control of such Person relating to the Receivables and the Related Security, Celgene shall permit an independentincluding, certified public accountant of nationally recognized standing appointed by GlobeImmunewithout limitation, the related Contracts, and reasonably acceptable (ii) to Celgenevisit the offices and properties of such Person for the purpose of examining such materials described in clause (i) above, at and to discuss matters relating to such Person’s financial condition or the Receivables and the Related Security or any Person’s performance under any of the Facility Documents or any Person’s performance under the Contracts and, in each case, with any of the Authorized Officers of Borrower or the Servicer having knowledge of such matters (the activities referred to in the preceding clauses (i) and (ii), collectively, an “Audit”); provided, that the Managing Agents shall use commercially reasonable times efforts to coordinate the timing of Audits of the Managing Agents. Notwithstanding the foregoing, unless an Incipient Event of Termination or Event of Termination shall have occurred and upon reasonable noticebe continuing or a Level 3 Ratings Period shall be in effect, but in no case Borrower Parties shall not be responsible for the costs of more than once per Calendar Yearone Audit performed during any consecutive 12-month period unless the Managing Agents are unable to complete audits in respect of all of the applicable Originators during a single Audit, in which event, the Borrower Parties shall be responsible for the cost of two Audits during such 12-month period; provided, that the Borrower Parties shall be responsible for the costs of additional Audits if the results of any such Audit shall be unsatisfactory or incomplete in the reasonable judgment of the Managing Agents. The Borrower and the Servicer each hereby agree to examine (but not copy) such records enter into negotiations to amend the Facility Documents from time to time as may be necessary for reasonably requested in good faith by the sole purpose Administrative Agent, on behalf of verifying the calculation and reporting Lenders, to address issues raised by the results of Net Sales Audits or other inspections that may be performed on the Borrower, the Servicer and the correctness Originators in accordance with the terms of any payment made under the Facility Documents. However, this Agreement for any period within the preceding five (5) years; provided that 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 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 agreement to enter into an appropriate written agreement obligating it negotiations is not intended 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 does not create any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditbinding agreement.

Audits. During Each party shall keep (and shall cause its Affiliates and Sublicensees to keep) complete and accurate records pertaining to the Term sale or other disposition of Products in sufficient detail to permit the other party to confirm the accuracy of all Net Sales-based milestone payments (if applicable) due under Section 5.3 (if applicable) and royalties due under Section 5.4, for a period at least […***…] following the end of five (5) years thereafterthe calendar year to which they pertain. Each party shall have the right, Celgene shall permit once annually, to cause an independent, certified public accountant of nationally recognized international standing appointed by GlobeImmune, and reasonably acceptable to Celgenethe other party (the “Audited Party”) to audit such records solely to confirm Net Sales, at reasonable times Net Sales-based milestone payments (if applicable) and upon reasonable notice, but in no case royalties for a period covering not more than once per Calendar Year, the preceding […***…]. No calendar year shall be subject to examine (but not copy) such records as audit under this section more than once. Such audits may be exercised during normal business hours upon at least […***…] prior written notice to the Audited Party in the location where the records are maintained. The auditor will execute a reasonable written confidentiality agreement with the Audited Party and will disclose to the other party only such information as is reasonably necessary for to provide the sole purpose of verifying the calculation other party with information regarding any actual or potential discrepancies between amounts reported and reporting of Net Sales actually paid and the correctness of any payment made amounts payable under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results The auditor will send a copy of any such examination the report to the Audited Party at the same time it is sent to the other party. The report sent to both parties will include the methodology and calculations used to determine the results. Prompt adjustments shall be made available by the parties to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only reflect 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 results of such audit. Any and all records examined by such independent accountant The party exercising its audit right under this Section 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 bear the full cost of such Confidential Information that are no less restrictive than audit unless such audit discloses an underpayment by the obligations set forth in Article 9. If, as a result Audited Party of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than […*] **…]% of the undisputed amounts that should have been paid during amount due for any calendar year under this Agreement, in which case, the period in question as per Audited Party shall bear the audit, Celgene cost of such audit which cost shall pay the reasonable out-of-pocket costs not exceed […***…] percent ([…***…]%) of the auditunderpayment and shall promptly remit to the other party the amount of any underpayment. If such audit discloses an overpayment by the Audited Party, then the Audited Party will deduct the amount of such overpayment from amounts otherwise owed to the other party under this Agreement.

Audits. During (a) Receptos shall have the Term and for right *** to request that a period mutually agreed to independent accounting firm perform an audit of five (5) years thereafter, Celgene shall permit an independent, certified public accountant AbbVie’s books of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary accounts for the sole purpose of verifying the calculation and reporting calculations of Net Sales ***, 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 *** percent *** for the Actual Cost of Drug Substance, Drug Product, CMC Services, or Technology Transfer Services in any period, then the cost of the audit will be borne by AbbVie. The accounting firm shall disclose only whether the reports are correct or not, and the correctness specific details concerning any discrepancies. No other information shall be shared. Audits are limited to results in the *** years prior to audit notification. Unless disputed pursuant as described hereafter, if such audit concludes that (x) additional amounts were owed by Receptos, Receptos shall pay the additional amounts, or (y) excess payments were made by Receptos, AbbVie shall reimburse such excess payments, in either case ((x) or (y)), within *** days after the date on which such audit is completed. In the event of a dispute with respect to any payment made audit under this Agreement for any period within Section 4.4(a), Receptos and AbbVie shall work in good faith to resolve the preceding five (5) years; provided that GlobeImmune shall only be entitled disagreement. If the Parties are unable to one audit following expiration or termination of this Agreement. Results reach a mutually acceptable resolution of any such examination dispute within *** days, the dispute shall be made submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “Audit Arbitrator”). The Parties shall enter into an engagement letter with the Audit Arbitrator, which shall spell out the specific procedures that the Audit Arbitrator shall perform in order to reach a decision. The Parties shall make available to both Celgene the Audit Arbitrator all working papers and GlobeImmunesupporting documents required by the Audit Arbitrator to fulfill its obligations under the engagement letter. The independent, certified public accountant decision of the Audit Arbitrator 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 final and the amount due, and costs of such arbitration as well as the initial audit shall disclose no other information revealed be borne between the Parties in such auditmanner as the Audit Arbitrator shall determine. Any Not later than *** days after such decision and in accordance with such decision, Receptos shall pay the additional amounts or AbbVie shall reimburse the excess payments, as applicable. The receiving Party shall treat all records examined by such independent accountant information subject to review under this Section in accordance with the confidentiality provisions and the Parties 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 cause the Audit Arbitrator to enter into an appropriate written a reasonably acceptable confidentiality 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 were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission audited Party obligating such firm to retain all such financial information in confidence pursuant to Rule 406 of such confidentiality agreement. *** Confidential material redacted and filed separately with the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditCommission.

Audits. During Upon the Term written request of Selenix and for a period of five (5) years thereafternot more than once in each calendar year, Celgene Eton shall permit an independent, independent certified public accountant accounting firm of nationally recognized standing appointed selected by GlobeImmune, Selenix and reasonably acceptable to CelgeneEton, at reasonable times and upon reasonable notice, but in no case more than once per Calendar YearSelenix’s expense, to examine (but not copy) have access during normal business hours to such of the financial records of Eton as may be reasonably necessary to verify the accuracy of the Net Receipts Payment Consideration reports hereunder for the sole purpose eight (8) calendar quarters immediately prior to the date of verifying the calculation and reporting of Net Sales and the correctness of any payment made such request (other than records for which Selenix has already conducted an audit under this Agreement for any period Section). If such accounting firm concludes that additional amounts were owed during the audited period, Eton shall pay such additional amounts within thirty (30) days after the preceding five (5) years; provided that GlobeImmune shall only be entitled date Selenix delivers to one audit following expiration or termination of this AgreementEton such accounting firm’s written report so concluding. Results of any The fees charged by such examination accounting firm shall be made available to both Celgene and GlobeImmune. The independentpaid by Selenix; provided, certified public accountant shall disclose to GlobeImmune only however, if the amounts audit discloses that the independent auditor believes Net Receipts Payment Consideration payable by Eton for such period are more than one hundred ten percent (110%) of the Net Receipts Payment Consideration actually paid for such period, then Eton shall pay the reasonable fees and expenses charged by such accounting firm. Selenix shall cause its accounting firm to be due and payable hereunder retain all financial information subject to GlobeImmunereview under this Section 5.5 in strict confidence; provided, details concerning any discrepancy from however, that Eton shall have the amount paid and the amount dueright to require that such accounting firm, and shall disclose no other information revealed in prior to conducting 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 non-disclosure agreement obligating it with Eton regarding such financial information. The accounting firm shall disclose to be bound by obligations of confidentiality Selenix only whether the reports are correct or not 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 amount of any inspection of the books discrepancy. No other information shall be shared. Selenix shall treat all such financial information as Eton’s confidential information, and records of Celgene, shall not disclose such financial information to any Third Party or use it is shown that payments under this Agreement were less for any purpose other than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained specified 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. 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditSection 5.5.

Audits. During After Option exercise, during the Agreement Term and for a period of five (5) years [***] thereafter, Celgene shall at the request and expense of Isis, Biogen Idec will permit an independent, independent certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to CelgeneIsis, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year[***], to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any royalty payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled [***]. As a condition to one audit following expiration or termination examining any records of this Agreement. Results of any Biogen Idec, such examination shall be made available auditor will sign a nondisclosure agreement reasonably acceptable to both Celgene Biogen Idec in form 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 auditsubstance. Any and all records of Biogen Idec examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to will be deemed Biogen Idec’s Confidential Information. Upon completion of the audit, the accounting firm will provide both Biogen Idec and Isis with a written report disclosing whether the royalty payments made by Biogen Idec are correct or incorrect and the specific details concerning 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 9discrepancies (“Audit Report”). If, as a result of any inspection of the books and records of CelgeneBiogen Idec, it is shown that Biogen Idec’s payments under this Agreement were less than the royalty amount which should have been paid, then Celgene shall Biogen Idec will make all payments required to be made by paying Isis the difference between such amounts to eliminate any discrepancy revealed by such said inspection within ninety (90) days45 days of receiving the Audit Report, with interest calculated in accordance with Section 6.12. If, as a result of any [*] = 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. inspection of the books and records of CelgeneBiogen Idec, it is shown that Biogen Idec’s payments under this Agreement were more greater than the royalty amount which should have been paid, then GlobeImmune shall[***]; provided, at Celgene’s electionhowever, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future paymentsthat if [***]. GlobeImmune shall Isis will pay for such auditsaudit, except that in the event that the audited amounts were if Biogen Idec is found to have underpaid by Celgene Isis by more than [***] of the undisputed amounts amount that should have been paid during the period in question as per the auditpaid, Celgene shall pay the Biogen Idec will reimburse Isis’ reasonable out-of-pocket costs of the audit.

Audits. During These audit and adjustment provisions apply with respect to all payments due from one Party to another pursuant to this Agreement, including without limitation amounts payable pursuant to Article 8 and the Term number of Details performed under Section 6.4. Each Party shall have the right to have the applicable books and for records of the other Party audited by a period of five (5) years thereafter, Celgene shall permit an independent, nationally recognized independent certified public accountant of nationally recognized standing appointed accountant, selected by GlobeImmunea Party (as to which firm the other Party has no reasonable objection), and under appropriate confidentiality provisions reasonably acceptable to Celgenethe accounting firm conducting the audit, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation accuracy of all financial, accounting and reporting numerical information and calculations under this Agreement. Any such audit shall be conducted no more than once each Year during the Co-Promotion Term, shall be limited to payments due within the prior three (3) Years, and shall be conducted upon at least thirty (30) days' advance notice during normal business hours and in a manner that does not interfere unreasonably with the business of Net Sales and the correctness audited entity. The results of any payment made such audit shall be delivered in writing to each party. Any underpayment or overbilling determined by such audit shall promptly be paid or refunded by the audited Party. If the audited Party has underpaid or overbilled amounts due under this Agreement for any period within the preceding by more than five percent (5%) years; provided that GlobeImmune over any reporting period, the audited Party shall only also reimburse the other Party for the cost of such audit (with the cost of the audit to be entitled to one audit following expiration or termination of this Agreement. Results paid by the auditing Party in all other cases), plus interest at the interest rate set forth in Section 7.2, from the date of any such examination shall be made available to both Celgene and GlobeImmuneunderpayment or overpayment. The independent, certified public accountant shall disclose to GlobeImmune only If the amounts that the independent auditor believes audited party is shown to be due and payable hereunder a Shortfall Party, the provisions of Section 6.5 of this Agreement shall control. Such accountants shall not reveal to GlobeImmunethe party seeking verification the details of its review, details concerning any discrepancy from except insofar as is necessary to describe the amount paid and the amount dueunderpayment, and shall disclose no other information revealed in such auditoverbilling or level of Details. 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 dispute arising out of any inspection audit conducted pursuant to this Section 9.2 and any other dispute arising out of the books and records of Celgene, it is shown that payments Parties' respective payment obligations under this Agreement were less than the amount which should have been paidshall be resolved through binding arbitration in accordance with Article 15, then Celgene shall make all payments required and either party may submit such dispute to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditbinding arbitration.

Audits. During the Term and for a period of five (5) years [***] thereafter, Celgene at the request and expense of a Party receiving royalties or Net Sales milestone payments, if any, under this Articles 8 and Article 9 (the “Payee”), the Party making any payment (the “Payor”) shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmunethe Payee, and reasonably acceptable to Celgenethe Payor, at reasonable times and upon reasonable notice, but in no case more than once per Calendar YearYear thereafter, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales in the previous [***] and the correctness of any royalty payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreementprevious [***]. Results of any such examination shall be made available to both Celgene Payor and GlobeImmunePayee. The independent, certified public accountant shall disclose to GlobeImmune the Payee only the amounts amount of royalties or Net Sales milestone payments, if any, that the independent auditor believes to be due and payable hereunder to GlobeImmunethe Payee, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgenethe Payor’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 Celgenethe Payor, it is shown that a Payee’s payments under this Agreement were less than the amount which should have been paid, then Celgene the Payor shall make pay all payments amounts required to be made paid to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. 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 including any discrepancy revealed by such inspection within ninety (90) days or credit interest on such amounts determined in accordance with Section 8.11; provided that such interest shall apply only to Celgene against future paymentsamounts payable during [***] prior to such inspection. GlobeImmune The Payee shall pay for such audits, except that in the event that the audited amounts royalty payments made by the Payor were underpaid by Celgene by more less than [***] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene the Payor shall pay the reasonable out-of-pocket costs of the audit.

Audits. During (a) Upon the Term and for reasonable written request of the Acting Holders after receipt of a period Net Sales Statement under Section 2.4(g) provided to Parent no later than six (6) months after the date on which the Holders are delivered such Net Sales Statement under Section 2.4(g) (the “Review Request Period”), Parent shall promptly provide the Acting Holders with reasonable documentation to support its calculation of five (5) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmuneNet Sales, and shall make its financial personnel reasonably acceptable available to Celgenethe Acting Holders to discuss and answer the Acting Holders’ questions regarding such calculations. If the Acting Holders do not agree with Parent’s calculations, and the Acting Holders and Parent fail to agree on the matter under dispute within twenty (20) Business Days after the Acting Holders request documentation supporting Parent’s calculation (such date, the “Audit Trigger Date”), Parent shall permit, and shall use commercially reasonable efforts to cause the Selling Entities to permit, the Independent Accountant to have access at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, during normal business hours to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that 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 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 those books and records of CelgeneParent and any other Selling Entity as may be reasonably necessary to verify the accuracy of such Net Sales Statement and the figures underlying the calculations set forth therein, including those written materials related to any sale transaction reasonably requested by such Independent Accountant; provided that such access does not unreasonably interfere with the conduct of the business of Parent or the other Selling Entities. 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 is shown for resolution. All other items in the Net Sales Statement that payments under this Agreement were less than the amount which should have been paidparties do not submit, then Celgene prior to the end of the Review Request Period, to the Independent Accountant for resolution shall make all payments required be deemed to be made agreed by the parties and the Independent Accountant shall not be charged with calculating or validating those agreed upon items. If issues are submitted to eliminate the Independent Accountant for resolution, Parent shall, and shall use commercially reasonable efforts to cause the Selling Entities to reasonably cooperate with each such audit, and to furnish to the Independent Accountant such access, work papers and other documents and information related to the amounts payable hereunder as the Independent Accountant may reasonably request and as are available to Parent or any discrepancy revealed by such inspection other Selling Entity. Parent and the Acting Holders will use commercially reasonable efforts to cause the Independent Accountant to make a determination within ninety thirty (9030) days. If, as a result days of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 referral of the Securities Act of 1933, as amended. inspection of matter to 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditIndependent Accountant.

Audits. During (a) At any given point in time, QUARK will have on file and will require its Affiliates and Sublicensees to have on file complete and accurate records containing all data necessary for the Term calculation of the amounts payable by it to ALNYLAM pursuant to this Agreement. Such records and books of account shall be kept for a period [ * ] years following the end of five (5) years thereafterthe calendar year to which they relate. ALNYLAM will have the right, Celgene shall permit [ * ] during each [ * ] period, to retain at its own expense an independent, independent qualified certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and QUARK to review such records upon reasonable noticenotice during regular business hours, but subject to the confidentiality terms set forth in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that 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 Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only If the amounts audit demonstrates that the independent auditor believes payments owed under this [ * ] = 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. Agreement have been understated, QUARK will pay the balance to be due and payable hereunder to GlobeImmune, details concerning any discrepancy ALNYLAM together with interest on such amounts from the amount paid and date on which such payment obligation accrued at a rate equal to [ * ]. If 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 underpayment is greater than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*[ * ] of the undisputed amounts that should have been paid during the period in question as per the auditamount owed, Celgene shall pay the then QUARK will reimburse ALNYLAM for its reasonable out-of-pocket costs of the audit. If the audit demonstrates that the payments owed under this Agreement have been overstated, ALNYLAM will credit the balance against the next payment due from QUARK (without interest).

Audits. During the Term and for a period of five [***] (5[***]) years thereafter, Celgene at the request and expense of Orexigen under this Article 7, Takeda shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmuneOrexigen, and reasonably acceptable to CelgeneTakeda, at reasonable times and upon reasonable notice, but in no case more than once [***] per Calendar YearYear thereafter, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any royalty payment made under this Agreement for any period within the *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. preceding five [***] (5[***]) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this AgreementCalendar Years. Results of any such examination shall be made available to both Celgene Takeda and GlobeImmuneOrexigen. The independent, certified public accountant shall disclose to GlobeImmune Orexigen only the royalty amounts that which the independent auditor believes to be due and payable hereunder to GlobeImmuneOrexigen, 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 CelgeneTakeda’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant Party other than a party 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 Upstream Agreement as required under the obligations set forth in Article 9Upstream Agreements. If, as a result of any inspection of the books and records of CelgeneTakeda, it is shown that payments received by Orexigen under this Agreement were less than the amount which should have been paidreceived, then Celgene Takeda shall make all payments required to be made to eliminate any discrepancy revealed by such said inspection within ninety [***] (90[***]) days. If, as a result of any [*] = 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. 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune Orexigen shall pay for such audits, except that in the event that the audited amounts were Takeda underpaid by Celgene royalty payments by more than [***] of the undisputed amounts that should have been paid percent ([***]%)[***] during the period in question as per the audit, Celgene Takeda shall pay the reasonable out-of-pocket costs of the audit. Takeda acknowledges and agrees that Xxxxx shall have the right to audit Orexigen’s books in accordance with this Section 7.7.

Audits. During At the Term request and for a period expense of five either Party (5“Auditing Party”), the other Party (“Audited Party”) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgenethe Audited Party, at upon giving of reasonable times prior written notice of no less than [*****] and upon reasonable notice, but in no case not more than once per Calendar Yearcalendar year, to examine (but not copy) such records during normal working hours, as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales Sales, reimbursements and the correctness accuracy of any Royalty Payment or other payment or reimbursement made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement[*****]. Results All results of any such examination shall be made available to both Celgene the Audited Party. In the event that any audit reveals an under-payment in the amount of any payment obligation that should have been paid by the Audited Party to the other, then the underpayment amount shall be paid within [*****] after the Audited Party’s receipt of Auditing Party’s written demand therefore, plus interest thereon if such amount is in excess of [*****] unless such underpayment is disputed by Bayer. Bayer shall have [*****] to dispute in writing such underpayment determination and GlobeImmuneif Bayer disputes such underpayment determination, an independent, mutually agreed upon arbiter shall be selected by the Parties to resolve the dispute within [*****] of notice of Bayer’s dispute. The independent, certified public accountant cost of such arbiter shall disclose to GlobeImmune only be borne by the amounts that the independent auditor believes to Party whose position is overruled by such arbiter. Such interest shall be due and payable hereunder to GlobeImmune, details concerning any discrepancy calculated from the date such amount paid and was due until the date such amount dueis actually paid, and at the rate of [*****]. In addition, if the underpayment is in excess of [*****], then the Audited Party shall disclose no other information revealed in reimburse the Auditing Party for the reasonable cost of 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 treatment requested pursuant 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 were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain request for confidential information contained in this document, marked by brackets, is treatment filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should Commission; omitted portions 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in separately filed with the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditCommission.

Audits. During Upon written notice to the Term and for a period of five (5) years thereafterother Party, Celgene each Party shall permit an independenthave the right, at its own expense, using the [...***...] Party's independent certified public accountant of accounting firm as elected by the [...***...] Party (to the extent such firm is a nationally recognized standing appointed by GlobeImmune, independent accounting firm) and reasonably acceptable to Celgene, at reasonable times appropriate scientific representatives during normal business hours and upon reasonable notice, but in no case not more than once per in or in respect of any Calendar Year, to examine (but not copy) such audit the other Party's books and records as may be reasonably necessary to verify the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made by one Party to the other pursuant to this Agreement, in respect of any Calendar Year ending not more than three (3) years prior to the date of such notice. The Parties recognize that such accounting firm may perform accounting services for the sole purpose audited Party, and each Party hereby waives any conflict of verifying interest relating to the use of such accounting firm. In the event the auditing Party's independent accounting firm of choice is not a nationally recognized firm, the Parties shall mutually agree on an independent auditor. Upon the expiration of three (3) years following the end of any Calendar Year, the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled amounts payable with respect to one audit following expiration or termination of this Agreement. Results of any such examination fiscal year shall be made available binding and conclusive upon the Parties, and each Party shall be released from any liability or accountability with respect to both Celgene and GlobeImmunepayments for such year. The independent, report prepared by the independent certified public accountant accounting firm, a copy of which shall disclose be sent or otherwise provided 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 Party 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 at the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, same time it is shown that payments under this Agreement were less than sent or otherwise provided to the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per Party requesting the audit, Celgene shall pay contain the conclusions of such accounting firm regarding the audit and will specify that the amounts paid pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If such report shows any underpayment by the audited Party, the audited Party shall remit to the auditing Party within thirty (30) days after receipt of such report, (i) the amount of such underpayment and (ii) if such underpayment exceeds five percent (5%) of the total amount owed for the Calendar Year then being audited, the reasonable out-of-pocket costs and necessary fees and expenses of such accounting firm to perform the audit, subject to reasonable substantiation thereof. If such report shows any overpayment by the audited Party, then at the audited Party's option, such overpayment shall either be refunded to the audited Party by the auditing Party within thirty (30) days of receipt of the auditaudit report, or creditable against amounts payable by the audited Party in subsequent payment periods. The Parties agree that all information subject to review under this Section is Confidential Information and that each Party shall retain and cause the accountant to retain all such information in confidence.

Audits. During the Term and for a period of five [***] years thereafter (5“Audit Period”), each party (the “Audited Party”) years thereafterwill keep and maintain accurate and detailed books and records adequate for the other party (the “Auditing Party”) to verify the Audited Party’s compliance with this Agreement, Celgene shall permit including all amounts due and payable hereunder. At its sole expense, the Auditing Party will have the right, no more than once each calendar year during the Audit Period, upon [***] business days’ prior written notice to the Audited Party, to designate an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, independent and accredited third-party accounting firm reasonably acceptable to Celgene, at reasonable times the Audited Party (the “Auditor”) to inspect and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such audit the Audited Party’s books and records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of Audited Party’s compliance with this Agreement. Results of any such examination The Auditor shall be made available subject to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose a nondisclosure agreement with the Audited Party that is reasonably satisfactory 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 dueAudited Party, and shall be authorized to disclose no other confidential information revealed of the Audited Party to communicate its findings from its audit only in the most limited fashion possible in order to preserve the confidentiality of such information, including vis-à-vis the Auditing Party. The Audited Party may, at its sole expense, challenge the Auditing Party’s audit results by engaging a second independent and accredited third-party accounting firm reasonably acceptable to the Auditing Party, which will reconcile its results with the results of the first audit conducted by the Auditing Party. In the event that the Auditing Party’s and Audited Party’s audit results differ, and the parties are unable to reach a mutual agreement with respect thereto within [***] days following the completion of the Audited Party’s reconciliation audit. Any and all records examined , then the parties shall engage an independent auditor mutually selected by such independent accountant the parties to conduct a third audit, the findings of which shall be deemed Celgenefinal and binding on the parties and the costs of which shall be borne by the party that was found to be incorrect unless the amount of the difference is less than [***]% in which event the party that initiated the audit shall pay such costs. Each audit engaged by the Auditing Party will be conducted at the Auditing Party’s Confidential Information which may not be disclosed expense; provided, however, if any unchallenged or reconciled audit reveals that the Audited Party has failed to comply with this Agreement in any material respect, the Audited Party will reimburse the Auditing Party for all costs and expenses incurred by said independentthe Auditing Party in connection with its audit(s). For the sake of clarity, certified public accountant the parties expressly acknowledge that, in relation to any Third Partyaudit foreseen by this Section 12, EVOLUS shall have no obligation whatsoever to disclose or otherwise give access to any data or information that EVOLUS considers, in its sole and absolute discretion, as being confidential, and Celgene may require such accountant the DISTRIBTOR shall have no Confidential treatment has been requested for portions of this exhibit under 17 C.F.R. Sections §§ 200.80(b)(4) and 230.406. The copy filed herewith omits the information subject to enter into an appropriate written agreement obligating it to be bound by obligations of the confidentiality and restrictions on use of such Confidential Information that request. Omissions are no less restrictive than the obligations set forth in Article 9. If, designated as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in **]. A complete version of this document, marked by brackets, is exhibit has been filed separately with the Securities and Exchange Commission pursuant Commission. obligation whatsoever to Rule 406 of disclose or otherwise give access to any data or information that the Securities Act of 1933DISTRIBUTOR considers, in its sole and absolute discretion, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditbeing confidential.

Audits. During the Term and for DRL may have a period of five (5) years thereafternationally recognized, Celgene shall permit an independent, independent certified public accountant of nationally recognized standing appointed by GlobeImmuneaccess and examine during normal business hours, and reasonably acceptable to Celgene, upon at reasonable times and upon reasonable least thirty (30) days’ prior written notice, but in no case more than once per Calendar Yearthose records of Journey (and its Affiliates and Sublicensees, as applicable) retained pursuant to examine (but not copy) such records Section 7.12 as may be reasonably necessary for the sole purpose of verifying the calculation and reporting of Net Sales and to determine, with respect to any Calendar Year ending not more than three (3) years before such request, the correctness or completeness of any report or payment made under this Agreement Agreement. If the audit report concludes that (a) additional amounts were owed by Journey, then Journey shall pay the additional amounts, or (b) excess payments were made by Journey, then DRL shall promptly issue a written credit for any period such excess payments which shall be applied to future payments, in either case ((a) or (b)), within the preceding forty-five (545) years; provided that GlobeImmune days after the date on which such audit report is delivered to both Parties. DRL shall only be entitled to one audit following expiration or termination bear the full cost of this Agreement. Results the performance of any such examination shall be made available audit, unless such audit, which covers the entire Calendar Year, discloses a variance to both Celgene and GlobeImmune. The independent, the detriment of DRL that is the greater of (i) [***] ([***]%) of the amounts determined by the independent certified public accountant owed to DRL by Journey during such Calendar Year, or (ii) [***] ($[***]), in each of which cases ((i) and (ii)), Journey shall disclose to GlobeImmune only bear the amounts that full cost of 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 performance of such audit. Any The results of such audit will be binding on the Parties, absent manifest error. No such audit shall cover a Calendar Year(s) that has/have been previously audited. No audit will begin until Journey and the certified public accountant have entered into a suitable non-disclosure agreement and all records examined information disclosed by Journey in such independent accountant an audit will remain Confidential Information of Journey under this Agreement, provided, however, the results of audit shall be deemed Celgene’s the Confidential Information which may not be disclosed by said independent, certified public accountant of both Parties and provided 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 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 both Parties by such inspection within ninety (90) days. If, as a result of any [*] = 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. 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditauditor.

Audits. During the Term and for a period of five (5) years thereafterUpon not less than [ * ] prior written notice, Celgene Grünenthal shall permit an independent, certified public accountant of nationally recognized standing appointed selected by GlobeImmune, AcelRx and reasonably acceptable to CelgeneGrünenthal, at reasonable times and upon reasonable noticewhich acceptance will not be unreasonably withheld or delayed (for the purposes of this Section 8.5, but in no case more than once per Calendar Yearthe “Auditor”), to examine (but not copy) such audit or inspect those books or records as may be necessary of Grünenthal, its Affiliates and Sublicensees that relate to Net Sales and Royalty Reports for the sole purpose of verifying (a) the calculation and reporting 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 correctness exchange rates used in determining the amount of any payment made 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 for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results 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. Such records for any such examination particular Calendar Quarter shall be made available subject to both Celgene no more than 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 [ * ] for a period covered by the inspection is established, in which case all reasonable costs relating to the inspection for such period and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the any unpaid amounts that are discovered shall be paid by Grünenthal. AcelRx shall endeavor in such inspection not to disrupt the independent auditor believes normal business activities of Grünenthal, or its Affiliates or Sublicensees. Promptly after receiving the audit report, Grünenthal shall submit to be due and payable hereunder to GlobeImmune, details concerning AcelRx any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed underpayment discovered in such audit, together with interest accrued in accordance with Section 8.7. 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 were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*[ * ] = Certain confidential information contained in this document, marked by brackets, is has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 24b-2 of the Securities Exchange Act of 19331934, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the audit.

Audits. During Upon the Term and for a period written request of the Acting Holders provided to Parent within forty-five (545) years thereafter, Celgene shall permit an independent, certified public accountant days of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable the delivery of any Net Sales Statement pursuant to Celgene, at reasonable times and upon reasonable noticeSection 4.6 of this Agreement (the “Review Request Period”), but in no case more than once per Calendar Yearduring any period of four consecutive calendar quarters and not more than three times during the term of this Agreement, Parent shall permit, and shall cause its Affiliates to examine (but not copy) permit, the Independent Accountant to have access during normal business hours to such of the records of Parent or its Affiliates as may be reasonably necessary for to verify the sole purpose accuracy of verifying the calculation and reporting of Net Sales Statement and the correctness of any payment made under this Agreement for any period within figures underlying the preceding five (5) years; calculations set forth therein, provided that GlobeImmune shall only be entitled to one audit following expiration such access does not unreasonably interfere with the conduct of the business of Parent or termination any of this Agreementits Affiliates. Results of any such examination The Independent Accountant shall be made 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 resolution. All other items in the Net Sales Statement that the parties do not submit, prior to the end of the Review Request Period, to the Independent Accountant for resolution shall be deemed to be agreed by the parties and the Independent Accountant shall not be charged with calculating or validating those agreed upon items. If issues are submitted to the Independent Accountant for resolution, Parent shall, and shall cause its Affiliates 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 both Celgene and GlobeImmuneParent or any other Selling Entity. The independent, certified public accountant Independent Accountant shall disclose to GlobeImmune only the amounts Acting Holders whether a Milestone was achieved and such additional information directly related to its findings. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The fees charged by such accounting firm shall be paid by Parent. If the Independent Accountant concludes that a Milestone Payment that was properly due was not paid to the independent auditor believes Holders, Parent shall pay or cause to be due and payable hereunder paid to GlobeImmunethe Rights Agent (for further distribution to the Holders) or to each Holder the applicable Milestone Payment, details concerning any discrepancy from plus interest on such Milestone Payment at 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, “prime rate” as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that published in the event that Wall Street Journal or similar reputable data source from time to time calculated from when the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that Milestone Payment should have been paid during (if Parent had given notice of achievement of the period Milestone pursuant to the terms of this Agreement), as applicable, to the date of actual payment (such amount, including interest, being the “CVR Shortfall”). The CVR Shortfall shall be paid by Parent within twenty (20) calendar days of the date the Independent Accountant’s written report is provided to Parent. Absent manifest error, the decision of the Independent Accountant shall be final, conclusive and binding on Parent and the Holders, shall be non-appealable and shall not be subject to further review. If, upon the expiration of the applicable Review Request Period, the Acting Holders have not requested a review of the Net Sales Statement in question accordance with this Section 4.7, the calculations set forth in the Net Sales Statement shall be binding and conclusive upon the Holders. Each Person seeking to receive information from Parent in connection with a review pursuant to 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 Affiliate obligating such party to retain all such information disclosed to such party in confidence pursuant to such confidentiality agreement. 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 4.7 such access to the records of the other party to such license or distribution agreement as per may be reasonably necessary to perform its duties pursuant to this Section 4.7; provided that Parent and its Affiliates shall not be required to amend any of its existing licenses or distribution agreements. The parties hereto agree that, if Parent or its Affiliates have exercised audit rights under any license or distribution agreement prior to the Acting Holders’ request for an audit under this Section 4.7 and under such license or distribution agreement Parent and its Affiliates cannot request another audit, Celgene the results of Parent’s prior audit of such licensee or distributor shall pay the reasonable out-of-pocket costs be used for purposes of the auditaudit requested by the Acting Holders under this Section 4.7 and that Parent shall not have any further obligation to provide access to an Independent Accountant with respect to such licensee or distributor until such time as Parent may again exercise its rights of audit under the license or distribution agreement with such licensee or distributor.

Audits. During Upon the Term written request of Vertex and for a period of five (5) years thereafternot more than once in each Calendar Year, Celgene Merck shall permit an independent, independent certified public accountant accounting firm of nationally recognized standing appointed selected by GlobeImmune, Vertex and reasonably acceptable to CelgeneMerck, at reasonable times and upon reasonable noticeVertex's expense, but in no case to have access during normal business hours to such of the records of Merck as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any year ending not more than once per [***] prior to the date of such request. The accounting firm shall disclose to Vertex only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Vertex. If such accounting firm correctly identifies a discrepancy made during such period, the appropriate Party shall pay the other Party the amount of the discrepancy within [***] of the date Vertex delivers to Merck such accounting firm's written report so correctly concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by Vertex. 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 Vertex's independent accountant to the same extent required of Merck under this Agreement. Upon the expiration of [***] following the end of any Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation of royalties payable with respect to such year shall be binding and reporting of Net Sales conclusive upon Vertex, and the correctness of Merck and its Related Parties shall be released from any payment made liability or accountability with respect to royalties for such Calendar Year. Vertex shall treat all financial information subject to review under this Agreement for Section 5.19 or under any period within sublicense agreement in accordance with the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination confidentiality and non-use provisions 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 cause its accounting firm to enter into an appropriate written acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to be bound by obligations of confidentiality and restrictions on use of retain all such Confidential Information that are no less restrictive than the obligations set forth information in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission confidence pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditconfidentiality agreement.

Audits. During the Term and for a period of five (5) years thereafterUpon not less than 60 days’ prior written notice, Celgene United Therapeutics shall permit an independent, certified public accountant of nationally recognized standing appointed selected by GlobeImmune, MannKind and reasonably acceptable to CelgeneUnited Therapeutics, at reasonable times and upon reasonable noticewhich acceptance will not be unreasonably withheld or delayed (for the purposes of this Section 7.6, but in no case more than once per Calendar Yearthe “Auditor”), to examine audit or inspect those books or records of United Therapeutics and its Affiliates and sublicensees (but not copyto the extent United Therapeutics has the contractual right to audit and inspect the books and records of sublicensees) such records as may be necessary that relate to Net Sales and Royalty Reports for the sole purpose of verifying the calculation and reporting the: (a) royalties payable hereunder in respect of Net Sales 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 correctness amount and accuracy of any payment made payments reported and actually paid or otherwise payable under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results 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 examination inspection. Inspections conducted under this Section 7.6 shall be made available to both Celgene and GlobeImmune. The independentat the expense of MannKind, certified public accountant shall disclose to GlobeImmune only the unless a variation or error producing an underpayment in amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from exceeding 5% of the amount paid for a period covered by the inspection is established, in which case all reasonable costs relating to the inspection for such period and the amount due, and any unpaid amounts that are discovered shall disclose no other information revealed be paid by United Therapeutics. The Parties will endeavor 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 inspection to any Third Party, and Celgene may require such accountant minimize disruption of United Therapeutics’ normal business activities 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 were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditextent reasonably practicable.

Audits. During Upon the Term written request of Xxxxxxxx, and for a period of five (5) years thereafternot more than once in each calendar year, Celgene MIP shall permit an independent, independent certified public accountant accounting firm of nationally recognized standing appointed standing, selected by GlobeImmune, Xxxxxxxx and reasonably acceptable to CelgeneMIP, at reasonable times and upon reasonable notice, but in no case more than once per Calendar YearXxxxxxxx'x expense, to examine (but not copy) have access during normal business hours to such records of MIP as may be reasonably necessary for to verify the sole purpose accuracy of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement royalty reports hereunder for any period within years ending not more than twenty-four (24) months prior to the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination date of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmunerequest. The independent, certified public accountant accounting firm shall disclose to GlobeImmune Xxxxxxxx only whether the amounts that records are correct or not and the independent auditor believes to be due and payable hereunder to GlobeImmune, specific details concerning any discrepancy from discrepancies. All other confidential information of the amount paid and accounting firm, including working papers, shall be shared exclusively with the amount duelegal counsel representing the requesting party, and its subcontractors, for the purpose of analysis and verification, on a confidential basis, such that information provided by the accounting firm 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 independentto the requesting party. If such accounting firm concludes that additional royalties were owed during such period, 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 MIP shall pay the obligations set forth in Article 9. If, as a result of any inspection additional royalties within thirty (30) days of the books date of Xxxxxxxx delivery to MIP such accounting firm's written report so concluding. The fees charged by such accounting firm shall be paid by Xxxxxxxx, provided however, that if the audit discloses that the royalties payable by MIP for the audited period are more than one hundred and records five ten percent (105%) of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paidroyalties actually paid for such period, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene MIP shall pay the reasonable out-of-pocket costs and direct fees and expenses charged by such accounting firm. Any overpayment determined pursuant to this provision shall be credited to the next payment due hereunder from MIP. If no further payments by MIP will be due hereunder then a refund of any such overpayment will be made within thirty (30) days of the auditdelivery of a detailed written accountants' report to the Parties hereto.

Audits. During Kadmon shall have the Term right, at its own expense and no more than once per year (except for a period of five (5) years thereaftercause), Celgene shall permit to have an independent, certified public accountant of nationally recognized standing appointed accountant, selected by GlobeImmune, Kadmon and reasonably acceptable to CelgeneJinghua, at reasonable times and review all records maintained in accordance with Section 7.10 upon reasonable noticenotice and during regular business hours and under obligations of strict confidence, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation basis and reporting accuracy of Net Sales payments required and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only prior *** month period. No quarter may be entitled to 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 were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were audited more than one time. Jinghua shall receive a copy of each audit report promptly from Kadmon. Should the amount which should have been paidinspection lead to the discovery of a discrepancy to Kadmon’s detriment, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene Jinghua shall pay the reasonable out-of-pocket costs amount of the auditdiscrepancy in Kadmon’s favor plus interest accrued, compounded semi-annually from the day the relevant payment(s) were due, within *** days after being notified thereof. Kadmon shall pay the full cost of the inspection unless the discrepancy is greater than ***, in which case Jinghua shall pay to Kadmon the actual cost charged by such accountant for such inspection. If such audit shows a discrepancy in CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION Jinghua’s favor, then Jinghua may credit the amount of such discrepancy against subsequent amounts owed to Kadmon, or if no further amounts are owed under this Agreement, then Kadmon shall pay Jinghua the amount of the discrepancy without interest within *** days after being notified thereof.

Audits. During the Term term of this Agreement and for a period of five three (53) years thereafter, Celgene at the request and expense of the Payee, the Payor shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmunethe Payee, and reasonably acceptable to Celgenethe Payor, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Yearcalendar year thereafter, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any royalty payment and Annual worldwide Net Sales payments made under this Agreement for any period within the preceding five three (53) years; provided that 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 Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune the Payee only the royalty amounts that which the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, Payee and shall disclose no other information revealed in such audit. GSK shall also have the right to have audited, in accordance with this Section 5.10, the relevant books and records of Regulus as may be necessary for the sole purpose of verifying the amount of Third Party License Pass-Through Costs or Total License Pass-Through Costs actually being paid by Regulus. Any and all records of the audited Party examined by such independent accountant shall be deemed Celgenesuch audited Party’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 Party or (except for the information expressly sought to be bound confirmed by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations auditing Party as set forth in Article 9this Section 5.5) to the auditing Party. If, as a result of any inspection of the books and records of Celgenethe audited Party, it is shown that (x) the audited Party’s payments under this Agreement were less than the royalty amount which should have been paid, then Celgene such audited Party shall make all payments required to be made made, or (y) the amount paid to Third Parties by the audited Party as pass-through costs is less than the amount for which reimbursement was requested from the auditing Party to cover such pass-through costs, then the audited Party shall pay the auditing Party the difference between such amounts, to eliminate any discrepancy revealed by such inspection said inspection, within ninety sixty (9060) days. If, as days and shall be entitled to a result of credit with respect to any [*] = 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. 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 overpayment made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future paymentsaudited Party. GlobeImmune The auditing Party shall pay for such audits, except that in the event that the royalty payments and/or the amount of pass-through costs made by the audited amounts Party were underpaid by Celgene by more less than [*] ninety percent (90%) of the undisputed amounts (or the amount requested to be reimbursed by the auditing Party, with respect to pass-through costs) that should have been paid during the period in question as per question, the audit, Celgene audited Party shall pay the reasonable out-of-pocket costs of the audit.

Audits. During the Agreement Term and for a period of five (5) years [***] thereafter, Celgene shall at the request and expense of Xxxx, AstraZeneca will permit an independent, independent certified public accountant of nationally recognized standing appointed by GlobeImmune, Xxxx and reasonably acceptable to CelgeneAstraZeneca, at reasonable times and upon reasonable notice, but in no case more than once [***] per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the accrual of any milestone payments, the calculation and reporting of Net Sales and Sales, the correctness of any milestone or royalty payment made under this Agreement Agreement, and any calculation contemplated by Section 6.7.2(e) for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled [***]. As a condition to one audit following expiration or termination examining any records of this Agreement. Results of any AstraZeneca, such examination shall be made available auditor will sign a nondisclosure agreement reasonably acceptable to both Celgene AstraZeneca in form 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 auditsubstance. Any and all records of AstraZeneca examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to will be deemed AstraZeneca’s Confidential Information. Upon completion of the audit, the accounting firm will provide both AstraZeneca and Xxxx with a written report disclosing whether the milestone or royalty payments and any Third Party, calculation contemplated by Section 6.7.2(e) made by AstraZeneca are correct or incorrect 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 9specific details concerning any discrepancies (“Audit Report”). If, as a result of any inspection of the books and records of CelgeneAstraZeneca, it is shown that AstraZeneca’s payments under this Agreement were more or less than the milestone or royalty amount which should have been paid, then Celgene shall the relevant Party will make all payments required to be made by paying the other Party the difference between such amounts to eliminate any discrepancy revealed by such said inspection within ninety (90) days. If45 days of receiving the Audit Report, as a result of with interest calculated in accordance with Section 6.13; provided, however, that any such payment by Xxxx to AstraZeneca will be [*] = 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**]. 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall Isis will pay for such auditsaudit, except that in the event that the audited amounts were if AstraZeneca is found to have underpaid by Celgene Isis by more than [*] **]% of the undisputed amounts amount that should have been paid during for the period in question as per the auditaudited period, Celgene shall pay AstraZeneca will reimburse Isis the reasonable out-of-pocket costs of fees and expenses charged by the accounting firm for the audit.

Audits. During Issuer and each Revenue Participation Holder shall each have the Term and for right, at its own expense, but not more than *****, to audit the Distribution Records at the aforesaid office in order to verify the Settlement Reports rendered hereunder in connection with each Funded Qualifying Project. Any such audit shall be conducted only by a period of five (5) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed during reasonable business hours and in such manner as not to interfere with Distributor’s normal business activities, shall not continue for more than ***** and be conducted by GlobeImmunea third party accounting firm approved by the Revenue Participation Holders (Sxxxx & Axxxxxxx, Hxxxxx, Xxxxxxx & Company, and reasonably acceptable any of the so-called “Big-Four” accounting firms are hereby pre-approved), provided that no such firm is compensated on a “percentage of recovery” basis, it being understood that Distributor shall have the right to Celgeneapprove any “percentage of recovery” retainer), at reasonable times and upon reasonable noticeprovided, but however, that such third party accounting firm shall agree in no case more than once per Calendar Yearwriting, to examine (but not copy) such records as may be necessary for the sole purpose benefit of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that 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 Celgene and GlobeImmune. The independentDistributor, 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 the same duties 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 arising under this Agreement were less and the RP Purchase Agreement. The Issuer and each Revenue Participation Holder shall be entitled to conduct the audit within ***** of the Issuer or each Revenue Participation Holder’s notice to conduct the audit. Issuer shall not have the right to examine or inquire into any matters or items which are contained in any such Settlement Report after the expiration of ***** from and after the date of receipt of such Settlement Report, and such Settlement Report shall be final and conclusive upon Issuer upon the expiration of such ***** period notwithstanding that the matters or items embraced by or contained therein may later be contained or referred to in a cumulative statement pertaining to more than one Accounting Period. Except in the context of litigation, such cumulative statement shall not be subject to audit by Issuer to the extent the material contained therein was first reflected on a Settlement Report submitted more than ***** prior to the date of mailing of such cumulative statement. Issuer shall be forever barred from maintaining or instituting any action or proceeding based upon, or in any way relating to, any transactions had by Distributor, its Affiliates, or its licensees, in connection with the Funded Qualifying Projects which are reflected on any Settlement Report rendered hereunder, or the accuracy of any item appearing therein, unless written objection thereto stating with specificity the particular transaction(s) or item(s) to which Issuer objects shall have been delivered by Issuer to Distributor prior to the expiration of the ***** period with respect to such Settlement Report unless such action or proceeding is commenced within such period. Notwithstanding the foregoing, a notice of intention to conduct an audit or to institute litigation shall interrupt each aforementioned ***** period. In the event the audit is not conducted or litigation instituted within a reasonable delay from the date of such notice, the right to conduct such audit or institute litigation shall terminate ***** from a written notice thereof by the Distributor. The Issuer and each Revenue Participation Holder shall be entitled to examine: all licensing, distribution and sub-distribution agreements relating to Funded Qualifying Projects. If a Funded Qualifying Project has been distributed, licensed, sub-distributed or packaged with Productions which are not Funded Qualifying Projects (“Packaged Projects”), the Issuer and each Revenue Participation Holder shall be entitled to examine all licensing, distribution and sub-distribution agreements in connection with such Funded Qualifying Project and such Packaged Projects, as well as all accounts, records, Distribution Records, Settlement Reports and documents which set forth, inter alia, the price allocation for such Funded Qualifying Project and such Packaged Projects. In connection with the delivery of each Settlement Report, Distributor shall provide an officer’s certificate that (i) sets forth the amount which should have been paidof all rebates, then Celgene shall make all payments required advances and credits allocated to be made one or more Funded Qualifying Projects pursuant to eliminate any discrepancy revealed agreements with film processing laboratories or other home video replication entities (e.g., film duplication advances) for such Accounting Period (collectively, “Rebates”) (on a Production by such inspection within ninety Production basis), (90ii) days. Ifthe aggregate amount, as a result if any, of any [*] = 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. 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket third party costs (“Rebate Costs”) incurred in acquiring such Rebates allocated to one or more Funded Qualifying Projects (on a Production by Production basis), and (iii) certifies that, taking into account all of the auditfacts and circumstances, the Rebates and Rebate Costs were allocated to the Funded Qualifying Projects in a fair and reasonable manner. To the extent that the results of an audit of the Distribution Records reveals that additional Adjusted Receipts are due to Issuer, Distributor agrees to pay such sums to Issuer together with interest thereon at LIBOR, accruing from the date such amount should have been paid to Issuer.

Audits. During Intcomex shall provide BPI with notice of any written inquiries, audits, examinations or proposed adjustments by any taxing authority, which relate to any Pre-Closing Tax Periods within ten (10) calendar days of the Term receipt of such notice. BPI shall have the sole right to represent the interests of the Purchased Subsidiaries in any Tax audit or other proceeding relating to any Pre-Closing Tax Periods, to employ counsel of its choice at its own expense, and to settle any issues and to take any other actions in connection with such proceedings relating to such taxable periods; provided, however, that BPI shall inform Intcomex of the status of any such proceedings, shall provide Intcomex (at Intcomex’s cost and expense) with copies of any pleadings, correspondence, and other documents as Intcomex may reasonably request and shall consult with Intcomex prior to the settlement of any such proceedings and shall obtain the prior written consent of Intcomex prior to the settlement of any such proceedings that could reasonably be expected to adversely affect Intcomex in any taxable period ending after the Closing Date, which consent shall not be unreasonably withheld or delayed; provided further, however, that Intcomex and counsel of its own choosing shall have the right to participate in, but not direct, the prosecution or defense of such proceedings at Intcomex’s sole expense. Intcomex and BPI shall provide each other with notice of any written inquiries, audits, examinations or proposed adjustments by any taxing authority that relate to any Straddle Tax Period within ten (10) calendar days of the receipt of such notice. Intcomex and BPI shall jointly control the conduct of any Tax audits or other proceedings relating to Taxes for a period of five (5) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmuneStraddle Tax Period, and neither party shall settle any such Tax audit or other proceeding without the written consent of the other party, which consent shall not be unreasonably withheld or delayed. Intcomex shall have the right to control all other Tax audits or proceedings of the Purchased Subsidiaries, as applicable. Intcomex shall obtain the prior written consent of BPI prior to the settlement of any such proceedings that could reasonably acceptable be expected to Celgeneincrease the Tax liability of the Purchased Subsidiaries, at reasonable times as applicable, for a Pre-Closing Tax Period or portion of a Straddle Period ending on the Closing Date, which consent shall not be unreasonably withheld or delayed. Intcomex and upon reasonable noticethe Purchased Subsidiaries, but in no case more than once per Calendar Yearas applicable, shall execute and deliver to examine (but not copy) BPI such records powers of attorney and other documents as may be necessary for or appropriate to give effect to the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that 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 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 were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditforegoing.

Audits. During 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 Default has occurred and is continuing, in which case, not more than one (1) Business Day’s notice shall be required) during regular business hours, permit the Term Buyer, the Agents or any of their agents or representatives: (A) to examine and make copies of and abstracts from all Records, Contracts and Invoices in the possession or under the control of such Seller, and (B) to visit the offices and properties of such Seller for a period the purpose of five examining such Records, Contracts and Invoices and to discuss matters relating to Receivables or such Seller’s performance hereunder with any of the officers or employees of such Seller having knowledge of such matters; and (5ii) years thereafterwithout limiting the provisions of clause (i) above, Celgene shall from time to time, at the expense of such Seller, permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably accountants or auditors acceptable to Celgenethe Agents to conduct a review of such Seller’s Contracts, at reasonable times Invoices and upon reasonable noticeRecords (each, but in a “Review”); provided, however, that, so long as no case more than once per Calendar YearEvent of Default has occurred and is continuing, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune Seller shall only be entitled to responsible for the costs and expenses of one audit following expiration or termination of (1) such Review under this Agreement. Results of Section in any one calendar year unless (1) the first such examination Review in such calendar year resulted in negative findings (in which case such Seller shall be made available responsible for the costs and expenses of two (2) such Reviews in such calendar year), or (2) the Buyer delivers an Extension Request under the Credit and Security Agreement and the applicable Response Date is more than 3 calendar months after the first Review in such calendar year. Notwithstanding the foregoing, if (1) such Seller requests the approval of a new Eligible Originator who is a Material Proposed Addition or (2) any 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 both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes occur or such Material Acquisition is expected to be due and payable hereunder to GlobeImmune, details concerning consummated if such additional Review is requested by the Buyer or 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 were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditAgents.

Audits. During Upon the Term written request of the Seller, the Buyer shall, and shall cause the other members of the Buyer Rights Group to, permit an independent public accountant selected by the Seller and reasonably satisfactory to 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, 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 five not less than thirty (530) years thereaftercalendar days after delivery of the Dispute Notice, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed attempt in good faith to resolve the items in dispute. If no agreement is reached by GlobeImmune, the Seller and reasonably acceptable the Buyer as to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales the disputed amount within thirty (30) calendar days after delivery of a Dispute Notice, then either party shall have the right to pursue applicable legal remedies in accordance with the provisions of Section 6.9. If the Seller and the correctness of Buyer agree, or any payment made under this Agreement for dispute resolution mechanism determines that, any period within the preceding five (5) years; provided that 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 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 Milestone Payment was not 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 an underreporting of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene Net Sales by more than [*] of five percent (5%), the undisputed amounts that should have been paid during Buyer shall reimburse the period in question as per the audit, Celgene shall pay Seller for the reasonable out-of-pocket costs of the auditAudit. A quarterly period can only be subject to an Audit on one occasion and the Seller shall not be permitted to Audit a calendar quarter more than three (3) years after the end of such quarter.

Audits. During To the Term extent Seller has the right to perform or cause to be performed inspections or audits under any Applicable Agreement regarding payments payable and/or paid thereunder (each, a “License Party Audit”), Seller shall, at the reasonable request of Purchaser (such request not to be made more frequently than once every calendar year), cause a License Party Audit to be performed as promptly as practicable following Purchaser’s request in accordance with the terms of such Applicable Agreement (a “Purchaser-Requested Audit”). In conducting a Purchaser- Requested Audit, Seller shall, to the extent permitted by the Applicable Agreements, select such public accounting firm to conduct the Purchaser-Requested Audit as Purchaser shall recommend for such purpose. Seller shall not, without the prior written consent of Purchaser, request or cause an inspection or audit of GSK’s books and for a period of five (5) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmunerecords to be conducted pursuant to, and reasonably acceptable in accordance with Section 4.5 of the License Agreement or Section 6.5 of the Manufacturing Agreement, as applicable; provided, however, that if Purchaser has not requested an inspection or audit pursuant to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, this Section 5.06 prior to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness June 30 of any payment made under this applicable calendar year, Seller may request an audit or inspection pursuant to Section 4.5 of the License Agreement for or Section 6.5 of the Manufacturing Agreement, as applicable, during such calendar year without the consent of Purchaser. As promptly as practicable after completion of any period within License Party Audit (whether or not requested by Purchaser), Seller shall deliver to Purchaser an audit report summarizing the preceding five (5) years; provided results of such License Party Audit. In the event that GlobeImmune shall only be entitled to one an inspection or audit following expiration or termination constitutes a Purchaser-Requested Audit, all of this Agreement. Results the expenses of any such examination Purchaser-Requested Audit (including, without limitation, the fees and expenses of the independent public accounting firm) that would otherwise be borne by Seller pursuant to the Applicable Agreements, shall instead be borne (as such expenses are incurred, upon the provision to Purchaser of written documentation evidencing such expenses) by Purchaser, provided that any reimbursement by GSK of the expenses of the Purchaser-Requested Audit shall belong to Purchaser. Any deficiency in payments made by GSK demonstrated in a License Party Audit shall be made available paid promptly, in accordance with the Applicable Agreements, 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. IfPurchaser or Seller, as a result of any inspection of the books and records of Celgenecase may be, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that deposit in the event that the audited amounts were underpaid by Celgene by more than [*] Joint Escrow Account for further distribution to Purchaser or (in respect of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditSales Milestone Payments) to Seller.

Audits. During Licensee shall keep books or records reflecting the Term amount of Gross Revenues. Representatives of the City, at the City’s expense, are hereby authorized to perform periodic audits of Licensee’s books or records reflecting or relating to the amount of Gross Revenues calculated by Licensee at reasonable times, and in accordance with applicable rules and regulations of the state of Washington. If federal funds are utilized by the City in the construction or expansion of the Fiber System, an annual audit report prepared in accordance with the Single Audit Act of1094 (31 USC 7501-7) and OMB Circular A-128 for a period governmental entities may be required; in such event the Licensee will reasonably cooperate in the preparation of such audit. The intent of the audit will be to demonstrate compliance with federal guidelines for the use and disbursement of federal funds. If Licensee fails to provide the report as required under Section 4.2 of this Agreement, and such failure continues after five (5) years thereafterdays written notice of such failure to Licensee, Celgene shall permit an independentor if the City clerk-treasurer has reasonable grounds to believe the report is inaccurate or incomplete the City’s financial officer, certified public accountant agent or designee may enter the premises of nationally recognized standing appointed by GlobeImmunethe Licensee at any reasonable time and may examine his books and records, and reasonably acceptable may examine any person who has signed the report required under Section 4.2 or any employee who assisted in preparing such report, touching the matters inquired into, or the officer or agent may request from Licensee and Licensee shall provide to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period officer or agent within the preceding five (5) years; provided that GlobeImmune shall only days of such request, books, records and papers as may be entitled reasonably requested and relating to one audit following expiration the missing, incomplete or termination of this Agreementinaccurate report. Results of any such examination If it 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. Ifdetermined, as a result of any inspection audit or investigation hereunder, that there has been a deficiency in any payment due the City, then such deficiency shall become immediately due and payable with interest at the rate of twelve percent (12%) per annum from the books and records of Celgene, it is shown that date when said payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) daysmade. If, as a result of any [*] = 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. inspection of the books and records of Celgene, If it is shown determined that payments under this Agreement were more than the City received an overpayment, the City shall issue a credit for that amount which should have been paid, then GlobeImmune shall, at Celgeneor refund the overpayment to Licensee upon Licensee’s election, either make all payments required request. The City’s failure to be made to eliminate any discrepancy revealed by such inspection perform an audit within ninety (90) days after receipt of any monthly statement shall be deemed an irrevocable waiver by the City of its right to audit or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in dispute the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditmonthly statement and corresponding payment.

Audits. During AMT shall keep (and cause its Affiliates and Sublicensees to keep) true and fair records of the Term underlying revenue and for a period expense data relating to the calculations of five (5) years thereafterNet Revenues and Revenue Sharing Payments, Celgene as well as any other payments required under this Agreement. Amgen shall permit have the right, at its own expense and not more than [**] during the term of this Agreement, to have an independent, certified public accountant accountant, selected by Amgen, audit the records of nationally recognized standing appointed AMT, its Affiliates and Sublicensees in the location(s) where such records are maintained by GlobeImmunethe applicable entity upon reasonable notice (which shall be no less than [**] days prior written notice) and during regular business hours, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation basis and reporting accuracy of Net Sales payments required and made under this Agreement. To the extent that AMT does not have the right to grant Amgen the right to audit its Sublicensees’ books and records hereunder, AMT shall obtain for itself such right and, at the request of Amgen, AMT shall exercise such audit right with respect to Sublicensees and provide the results of such audit for inspection by Amgen pursuant to this Section 6.5 (Audits). The books and records for any particular Calendar Year shall only be subject to [**]. The report and communication of such accountant with respect to such an audit shall be limited to a certificate stating whether any report made or payment submitted by AMT during such audited period is accurate or inaccurate and the correctness amount of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreementdiscrepancy. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public Such accountant shall disclose provide Amgen and AMT with a copy of each such report simultaneously. Should the audit lead to GlobeImmune only the amounts that the independent auditor believes discovery of a discrepancy to be due and payable hereunder to GlobeImmuneAmgen’s detriment, details concerning any discrepancy from AMT shall pay 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 were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [**] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 days of AMT’s receipt of the Securities Act of 1933report. Additionally, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more discrepancy is to Amgen’s detriment and is greater than [**] percent ([**]%) of all payments due in such audited period, then AMT shall pay interest on such amount at an annual rate of the undisputed amounts that should [**]. Should the audit lead to the discovery of a discrepancy to AMT’s detriment, AMT will have been paid during the period in question as per the audit, Celgene right to deduct such amount from any future payment obligations. Amgen shall pay the reasonable out-of-pocket costs full cost of the audit unless the discrepancy is to Amgen’s detriment and is greater than [**] percent ([**]%) of all payments due in such audited period, in which case AMT shall pay or reimburse the reasonable cost charged by such accountant for such audit. Upon the expiration of [**] years following the end of any Calendar Year, the right to audit the books and records for such Calendar Year shall expire and the calculation of payments payable with respect to each such Calendar Year shall be binding and conclusive upon Amgen and AMT, its Affiliates and Sublicensees shall be released from any liability or accountability with respect to payments for such Calendar Year. AMT shall no longer be required to retain such records for such Calendar Year after the expiration of such [**] year period.

Audits. During Provider will assist the Term Company Group in meeting the respective audit and for a period regulatory requirements applicable to members of five the Company Group as and to the extent described in this Section 2.8. Company shall have the right to conduct or permit to be conducted regulatory, operational, financial and internal audits. Provider will provide access to the facilities where Provider will perform the Services and Provider's data, information and records, (5i) years thereafter, Celgene shall permit an independent, certified public accountant to enable the Company Group and its auditors and examiners to conduct appropriate audits and examinations of nationally recognized standing appointed by GlobeImmunethe Company Group's operations and Provider's operations relating to the performance of the Services, and reasonably acceptable (ii) to Celgeneverify that Provider's charges and credits to Company are accurate and that the Services are being provided in accordance with this Agreement and the Service Levels. Except as otherwise required by regulatory auditors, Company shall provide at least [***]* notice to Provider of its need for such access and Provider shall then provide such access during reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary hours. If any audit or examination reveals that Provider's invoices for the sole purpose of verifying audited period are not correct (other than amounts in dispute pursuant to Section 8.3), Provider shall promptly reimburse Company for the calculation and reporting of Net Sales and the correctness amount of any payment made under this Agreement overcharges, or Company shall promptly pay Provider for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results -------- * Confidential information has been omitted amount of any undercharges. Company shall choose the auditors that will conduct the audits provided for in this Section 2.8; provided, however, that except as otherwise required by regulatory auditors, no personnel conducting such examination audits shall then currently be made available engaged in any other assignment that is in direct and material competition with Provider's principal business. In addition, Company agrees to both Celgene exercise commercially reasonable efforts to reasonably accommodate any reasonable, good faith concerns identified by Provider to Company's selection of an auditing firm that is a competitor of or has a business unit that is competitive with Provider. No person or entity may serve as an auditor unless and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts until that the independent prospective 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 has entered into an appropriate a written agreement obligating it with Company that includes those requirements set forth on the AUDITOR CONFIDENTIALITY SCHEDULE. Provider shall have the right to be bound by obligations of confidentiality conduct such orientation and restrictions on use closing conferences with non-regulatory auditors as are reasonable and customary in the management of such Confidential Information that are no less restrictive than audit activities. Company will pay the obligations set forth in Article 9. If, as a result of costs associated with conducting any inspection of the books audits (which shall include fees and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required expenses paid to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities Company's third party auditors and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such auditsexaminers), except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene each Party will pay its internal costs relating to audits and Provider shall pay the reasonable out-of-pocket costs of any external auditors engaged by Company to perform financial audit of the audit.Charges invoiced by Provider under this Agreement if such audit reveals that the audited Charges exceed the correct Charges by [***]*

Audits. During Upon the Term and for written request of a period of five (5) years thereafterProduct Licensor, Celgene the Product Licensee shall permit an independent, independent certified public accountant of nationally recognized standing appointed selected by GlobeImmune, the Product Licensor and reasonably acceptable to Celgenethe Product Licensee, which acceptance shall not be unreasonably withheld, to have access, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Yearduring normal business hours, to examine (but not copy) such records of the Product Licensee as may be reasonably necessary for to verify the sole purpose accuracy of verifying the calculation and reporting royalty reports described herein, in respect of Net Sales any fiscal year ending not more than [**] prior to the date of such request. The Product Licensor and the correctness Product Licensee shall use commercially reasonable efforts to schedule all such verifications within [**] days after the Product Licensor makes its written request. All such verifications shall be conducted not more than [**]. The report of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination Product Licensor's independent certified public accountant shall be made available to both Celgene and GlobeImmuneparties. Subject to the Product Licensee's rights under Section 12.6, in the event the Product Licensor's independent certified public accountant concludes that additional royalties were owed to the Product Licensor for such period, the additional royalty shall be paid by the Product Licensee within [**] days of the date the Product Licensor delivers to the Product Licensee such independent certified public accountant's written report so concluding, unless such report contains manifest error. In the event the Product Licensor's independent certified public accountant concludes that there was an overpayment of royalties to the Product Licensor during such period, the overpayment shall be repaid by the Product Licensor within [**] days of the date the Product Licensor received such independent certified public accountant's written report so concluding, unless such report contains manifest error. The independent, fees charged by such independent certified public accountant shall disclose to GlobeImmune only be paid by the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from Product Licensor unless such audit discloses an underpayment of more than [**] of the amount paid and due under this Agreement for the amount dueperiod in question, and shall disclose no other information revealed in which case the Product Licensee will bear the full cost of such audit. Any The Product Licensee shall include in each agreement with each applicable Sublicensee a provision requiring such Sublicensee to make reports to the Product Licensee, to keep and all maintain records examined of sales made pursuant to such agreement and to grant access to such records by such the Product Licensor's independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to the same extent required of the Product Licensee under this Agreement. The Product Licensor agrees that all information subject to review under this Section 5.5.8 or under any Third Party, agreement with a Sublicensee of the Product Licensee is confidential and Celgene may require such that the Product Licensor shall cause its independent certified public accountant to enter into an appropriate written agreement obligating it retain all such information in confidence. The Product Licensor's independent certified public accountant shall only report 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, Product Licensor as a result of any inspection to the computation of the books royalties and records of Celgene, it is shown that other payments due to the Product Licensor under this Agreement were less than and shall not disclose to the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate Product Licensor any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential other 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. 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 inspection within ninety (90) days Product Licensee or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditits Sublicensee.

Audits. During the Term and for a period of five (5) years thereafterAt any time, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, notice to examine the Seller (but not copy) more than twice per calendar year unless an Amortization Event or Unmatured Amortization Event has occurred), the Seller shall permit the Administrator, together with each Purchaser Agent that wants to participate, or such records Person as the Administrator or such Purchaser Agents may be necessary for designate, during business hours, to conduct audits or visit and inspect any of the sole purpose properties of verifying the calculation Seller to examine the Records, internal controls and reporting of Net Sales procedures maintained by the Seller and take copies and extracts therefrom, and to discuss the correctness of any payment made under this Agreement for any period within the preceding five (5) yearsSeller’s affairs with its officers, employees and independent accountants; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of that, so long as (i) at any time during such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only calendar year the amounts that difference between the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from Purchase Limit minus 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 daily weighted average Aggregate Invested Amount is shown that payments under this Agreement were less than the amount which should have been paidproduct of 50.0% times the Purchase Limit, (ii) ABDC has, at such time, debt ratings at or above BBB- by Standard & Poor’s, Ba1 by Xxxxx’x and BBB by Fitch and (iii) no Amortization Event or Unmatured Amortization Event has occurred and is continuing, then Celgene shall make all payments required any such audit to be made conducted during the calendar year 2008 shall not be via visit or onsite inspection, but shall be in form, scope and substance reasonably satisfactory to eliminate any discrepancy revealed by the Administrator and the Purchaser Agents. The Seller hereby authorizes such inspection within ninety (90) days. Ifofficers, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed employees and independent accountants to discuss with the Securities Administrator and Exchange Commission pursuant to Rule 406 each Purchaser Agent, or such Person they may designate, the affairs of the Securities Act of 1933Seller. The Seller shall reimburse the Administrator and each Purchaser Agent for all reasonable fees, as amended. inspection of the books costs 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs expenses incurred by or on behalf of the auditAdministrator and each Purchaser Agent in connection with up to two (2) such audits and visits for each per calendar year promptly upon receipt of a written invoice therefor; provided that, following the occurrence of an Amortization Event or an Unmatured Amortization Event, the Seller shall reimburse the Administrator and each Purchaser Agent for all reasonable fees, costs and out-of-pocket expenses incurred by or on behalf of the Administrator and each Purchaser Agent in connection with the foregoing actions promptly upon receipt of written invoice therefor regardless of the number of audits or visits in such year. Subject to the requirements of applicable laws, the Administrator and each Purchaser Agent agrees to use commercially reasonable precautions to keep confidential, in accordance with its respective customary procedures for handling confidential information, any non-public information supplied to it by the Seller pursuant to any such audit or visit which is identified by the Seller as being confidential at the time the same is delivered to the Administrator and each Purchaser Agent.

Audits. During the Term and for a period of five (5) years thereafterAt any time, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, notice to examine the Servicer (but not copy) more than twice per calendar year unless an Amortization Event or Unmatured Amortization Event has occurred), the Servicer shall permit the Administrator, together with each Purchaser Agent that wants to participate, or such records Person as they may be necessary for designate, during business hours, to conduct audits or visit and inspect any of the sole purpose properties of verifying the calculation Servicer to examine the Records, internal controls and reporting of Net Sales procedures maintained by the Servicer and take copies and extracts therefrom, and to discuss the correctness of any payment made under this Agreement for any period within the preceding five (5) yearsServicer’s affairs with its officers, employees and independent accountants; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of that, so long as (i) at any time during such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only calendar year the amounts that difference between the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from Purchase Limit minus 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 daily weighted average Aggregate Invested Amount is shown that payments under this Agreement were less than the amount which should have been paidproduct of 50.0% times the Purchase Limit, (ii) ABDC has, at such time, debt ratings at or above BBB- by Standard & Poor’s, Ba1 by Xxxxx’x and BBB by Fitch and (iii) no Amortization Event or Unmatured Amortization Event has occurred and is continuing, then Celgene shall make all payments required any such audit to be made conducted during the calendar year 2008 shall not be via visit or onsite inspection, but shall be in form, scope and substance reasonably satisfactory to eliminate any discrepancy revealed by the Administrator and the Purchaser Agents. The Servicer hereby authorizes such inspection within ninety (90) days. Ifofficers, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed employees and independent accountants to discuss with the Securities Administrator and Exchange Commission pursuant to Rule 406 each Purchaser Agent, or such Person as they may designate, the affairs of the Securities Act of 1933Servicer. The Seller shall reimburse the Administrator and each Purchaser Agent for all reasonable fees, as amended. inspection of the books costs 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs expenses incurred by or on behalf of the auditAdministrator and each Purchaser Agent in connection with up to two (2) such audits and visits for each per calendar year promptly upon receipt of a written invoice therefor; provided that following the occurrence of an Amortization Event or an Unmatured Amortization Event, the Seller shall reimburse the Administrator and each Purchaser Agent for all reasonable fees, costs and out of pocket expenses incurred by or on behalf of the Administrator and each Purchaser Agent in connection with the foregoing actions promptly upon receipt of written invoice therefor regardless of the number of audits or visits in such year. Subject to the requirements of applicable laws, the Administrator and each Purchaser Agent agrees to use commercially reasonable precautions to keep confidential, in accordance with its respective customary procedures for handling confidential information, any non-public information supplied to it by the Servicer pursuant to any such audit or visit which is identified by the Servicer as being confidential at the time the same is delivered to the Administrator and each Purchaser Agent.

Audits. During After Option exercise, during the Agreement Term and for a period of five (5) years [***] Calendar Years thereafter, Celgene shall at the written request and expense of Isis, JBI will permit an independent, independent certified public accountant of nationally recognized standing appointed by GlobeImmune, Isis and reasonably acceptable to CelgeneJBI, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year[***], to examine (but not copy) such records at the location where such records are maintained as may be necessary for the sole purpose of verifying the calculation and reporting of milestones and Net Sales Sales, and the correctness of any payment milestone and royalty payments made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled [***] Calendar Years. As a condition to one audit following expiration or termination examining any records of this Agreement. Results of any JBI, such examination shall be made available auditor will sign a nondisclosure agreement reasonably acceptable to both Celgene JBI in form 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 auditsubstance. Any and all records of JBI examined by such independent certified public accountant will be deemed JBI’s Confidential Information. The report of the independent public accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified shared with JBI prior to distribution to Isis such that JBI can provide the independent public accountant with justifying remarks for inclusion in the report prior to sharing the conclusions of such independent public audit with Isis. Upon completion of the audit, the accounting firm will provide both JBI and Isis with a written report disclosing whether the royalty payments made by JBI are correct or incorrect, whether any Third Partymilestone payment that became due during the audited period was timely reported and paid, 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 9specific details concerning any discrepancies (“Audit Report”). If, as a result of any inspection of the books and records of CelgeneJBI, it is shown that JBI’s royalty payments under this Agreement were less than the royalty amount which should have been paid, and/or that any milestone payment was not paid when due or at all, then JBI will make all payments required to be made by paying Isis the difference between such amounts to eliminate any discrepancy revealed by said inspection within [***] days of receiving the Audit Report, with interest calculated in accordance with Section 6.14. If, as a result of any inspection of the books and records of JBI, it is shown that JBI’s payments under this Agreement were greater than the royalty amount which should have been paid, then Celgene shall make all JBI will receive a credit against future royalty payments required due under Section 6.8 equal to be made to eliminate any discrepancy revealed the difference between the amounts paid by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with JBI and the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount royalty amounts 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall Isis will pay for such auditsaudit, except that in the event that the audited amounts were if JBI is found to have underpaid by Celgene Isis by more than [*] **]% of the undisputed amounts amount that should have been paid, and/or not to have paid during the period in question as per the auditany milestone that should have been paid, Celgene shall pay the JBI will reimburse Isis’ reasonable out-of-pocket costs of the audit.

Audits. During Upon the Term and for a period written request of five (5) years thereafterAmbrx, Celgene shall Elanco will permit an independent, independent certified public accountant of nationally recognized standing appointed selected by GlobeImmune, Ambrx and reasonably acceptable to CelgeneElanco, which acceptance will not be unreasonably withheld or delayed, to have access during normal business hours to such of the records of Elanco as may be reasonably necessary to verify the accuracy of the financial records (including, without limitation, payment reports) of Elanco relating to amounts paid or payable to Ambrx 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 reasonable times the expense of Ambrx and upon reasonable notice, but in no case not more than once per Calendar Yearin each calendar year. In the event such accountant concludes that additional payments of any kind as required by this Agreement were owed to Ambrx during such period, the additional amounts will be paid within 90 (ninety) days of the date Ambrx delivers to Elanco such accountant’s written report so concluding. The fees charged by such accountant will be paid by Ambrx, unless the audit discloses that the amounts payable by Elanco for the audited period are more than [***] of the amounts actually paid for such period and more than [***], in 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 examine (but not copy) 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 for to verify the sole purpose accuracy of verifying the calculation and reporting of Net Sales and the correctness financial records hereunder in respect of any payment made under this Agreement for 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 within the preceding five (5) years; provided that 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 Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only exceeded the amounts that the independent auditor believes approved in writing in advance by Elanco pursuant to be due Section 4.9(c) and payable hereunder out-of-pocket expenses approved by Elanco pursuant to GlobeImmuneSection 4.17, 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 were less than the amount which should have been paid, then Celgene shall make all payments required excess expenses will be paid to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection Elanco within ninety (90) days or credit of the date Elanco delivers to Ambrx such amounts to Celgene against future paymentsaccountant’s written report so concluding. GlobeImmune shall pay for The fees charged by such auditsaccountant will be paid by Elanco, except that in unless the event audit discloses that the amounts paid by Elanco to Ambrx for the audited amounts were underpaid by Celgene by period are more than [***] of the undisputed amounts that should have been paid during amount of the expenses approved by Elanco for such period and more than [***], in question as per the audit, Celgene shall which case Ambrx will pay the reasonable out-of-pocket costs of fees and expenses charged by such accountant. The Parties agree that all information subject to review under this Section 5.10 or under any sublicense agreement is confidential and that it will cause its accountant to retain all such information in confidence. *** Certain information on this page has been omitted and filed separately with the audit.Commission. Confidential treatment has been requested with respect to the omitted portions. Ambrx Inc. / Elanco Animal Health Collaborative Research, License & Commercialization Agreement (continued) CONFIDENTIAL

Audits. During Eton and its Affiliates shall keep complete and accurate records of the Term underlying revenue and expense data relating to the calculations of Product Profits and payments required under this Agreement for a period of five three (53) years thereafterfrom the end of the calendar quarter in which the Profit Shares were accrued. Upon the written request of AL, Celgene SCS, or DCP, and not more than once in each calendar year, Eton shall permit an independent, independent certified public accountant accounting firm of nationally recognized standing appointed selected by GlobeImmune, the party requesting the audit and reasonably acceptable to CelgeneEton, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Yearthe party requesting the audit’s expense, to examine (but not copy) have access during normal business hours to such of the financial records of Eton as may be reasonably necessary to verify the accuracy of the reports hereunder for the sole purpose eight (8) calendar quarters immediately prior to the date of verifying the calculation and reporting of Net Sales and the correctness of any payment made such request (other than records for which a party has already conducted an audit under this Agreement for any period Section). If such accounting firm concludes that additional amounts were owed during the audited period, Eton shall pay such additional amounts within thirty (30) days after the preceding five (5) years; provided that GlobeImmune shall only be entitled date the party requesting the audit delivers to one audit following expiration or termination of this AgreementEton such accounting firm’s written report so concluding. Results of any The fees charged by such examination accounting firm shall be made available to both Celgene paid by the party requesting the audit; provided, however, if the audit discloses that the Profit Share payments due for such period are more than one hundred five percent (105%) of the Profit Share payments actually paid for such period, then Eton shall pay the reasonable fees and GlobeImmuneexpenses charged by such accounting firm. The independentparty requesting the audit shall cause its accounting firm to retain all financial information subject to review under this Section 7.5 in strict confidence; provided, certified public accountant however, that Eton shall disclose have the right to GlobeImmune only the amounts require that the independent auditor believes such accounting firm, prior 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 conducting 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 non-disclosure agreement obligating with Eton regarding such financial information. The parties shall treat all such financial information as Eton’s confidential information, and shall not disclose such financial information to any Third Party or use it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive for any purpose other than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained specified 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. 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditSection 7.4.

Audits. During the Term term of this Agreement and for a period of five (5) [...***...] years thereafter, Celgene at the request and expense of the Payee, the Payor shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmunethe Payee, and reasonably acceptable to Celgenethe Payor, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Yearcalendar year thereafter, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any royalty payment and [...***...] made under this Agreement for any period within the preceding five (5) [...***...] years; provided that 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 Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune the Payee only the royalty and, if applicable, [...***...] amounts that which the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, Payee and shall disclose no other information revealed in such audit. Regulus shall also have the right to have audited, in accordance with this Section 6.10, the relevant books and records of GSK as may be necessary for the sole purpose of verifying the ***Confidential Treatment Requested amount of (a) [...***...] GSK shall also have the right to have audited, in accordance with this Section 6.10, the relevant books and records of [...***...] Any and all records of the audited Party examined by such independent accountant shall be deemed Celgenesuch audited Party’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 [...***...] or (except for the information expressly sought to be bound confirmed by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations auditing Party as set forth in Article 9this Section 6.10) to the auditing Party. If, as a result of any inspection of the books and records of Celgenethe audited Party, it is shown that (x) the audited Party’s payments under this Agreement were less than the royalty or, if applicable, milestone amount which should have been paid, then Celgene such audited Party shall make all payments required to be made made, or (y) the amount paid to [...***...] by the audited Party as pass-through costs is less than the amount for which reimbursement was requested from the auditing Party to cover such pass-through costs, then the audited Party shall pay the auditing Party the difference between such amounts, to eliminate any discrepancy revealed by such said inspection within ninety (90) days. If, as [...***...] days and shall be entitled to a result of credit with respect to any [*] = 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. 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 overpayment made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future paymentsaudited Party. GlobeImmune The auditing Party shall pay for such audits, except that in the event that the royalty and, if applicable, [...***...] made by the audited amounts Party were underpaid by Celgene by more less than [...***...] of the undisputed amounts (or the amount requested to be reimbursed by the auditing Party, with respect to pass-through costs) that should have been paid during the period in question as per question, the audit, Celgene audited Party shall pay the reasonable out-of-pocket costs of the audit.

Audits. During Notwithstanding any other provision of this Agreement, Parent shall have the Term right to conduct and for control any audit, dispute, administrative judicial or other Tax proceeding (a period “Tax Proceeding”) with respect to any Group Tax Return and any Tax Return of five (5) years thereafterRASL, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any taxable period within ending on, prior to or that includes the preceding five (5) years; provided Closing Date, provided, however, that GlobeImmune Buyer shall only be kept reasonably apprised of the conduct of such Tax Proceeding to the extent the audit relates to a Target Company or a Target Subsidiary. Parent shall also have the right to conduct and control any Tax Proceeding with respect to a Target Company or a Target Subsidiary for any tax periods ending on or prior to the Closing Date that is not with respect to a Group Tax Return, provided, however, that Buyer shall be kept apprised of the conduct of such Tax Proceeding and shall be entitled to one participate in such audit following expiration at Buyer’s expense. Parent shall not be entitled to settle any Tax Proceeding of a Target Company or termination a Target Subsidiary if such settlement could reasonably be expected to have any adverse effect on Buyer or any Affiliate of this AgreementBuyer (including any adverse precedential effect) for any Post-Closing Tax Period, without the consent of Buyer, which shall not be unreasonably withheld. Results of Buyer shall have the right to conduct and control any such examination Tax Proceeding with respect to any Straddle Period, provided however, that to the extent related to any Pre-Closing Tax Period item for which Parent could be liable hereunder, Parent shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only kept apprised of 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, conduct of such Tax Proceeding and shall disclose no other information revealed be entitled to participate in such auditaudit at Parent’s expense. Any and all records examined by such independent accountant Buyer shall be deemed Celgene’s Confidential Information which may not be disclosed by said independententitled to settle any Tax Proceeding of a Target Company or a Target Subsidiary if such settlement could reasonably be expected to create a liability hereunder for any Pre-Closing Tax Period item, certified public accountant to any Third Partywithout the consent of Parent, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to which shall not be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditunreasonably withheld.

Audits. During Reliant shall have the Term right to audit and for a period of five (5) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records validate Purchaser’s Quarterly Payment Reports as may be necessary for well as the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that 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 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 were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this documentsuch reports (provided that, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by 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 The Wall Street Journal) thereon to Reliant within five (5) business days after Purchaser’s receipt of notice of such underpayment. If the amount underpaid was in excess of five percent (5%) of the amount owed, the reasonable fees 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 overpaid amount to Purchaser within five (5) business days of the completion of such audit. Each audit shall be conducted during normal business hours, upon reasonable advance notice and in a manner that does not cause unreasonable disruption to the conduct of business of the Purchaser. Reliant will treat all information subject to review under this Section 3.3(c) in accordance with the provisions of Article IX. Prior to conducting any audit hereunder, Reliant will cause its accounting firm to enter into a reasonably acceptable confidentiality agreement [*] of **]: Certain information on this page has been omitted and filed separately with the undisputed amounts that should have Commission. Confidential treatment has been paid during requested with respect to the period omitted portions. with the Purchaser obligating such accounting firm to maintain all such financial information in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditconfidence.

Audits. During 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 Default has occurred and is continuing, in which case, not more than one (1) Business Day's notice shall be required) during regular business hours, permit the Term Buyer, the Agents or any of their agents or representatives: (A) to examine and make copies of and abstracts from all Records, Contracts and Invoices in the possession or under the control of such Seller, and (B) to visit the offices and properties of such Seller for a period the purpose of five examining such Records, Contracts and Invoices and to discuss matters relating to Receivables or such Seller's performance hereunder with any of the officers or employees of such Seller having knowledge of such matters; and (5ii) years thereafterwithout limiting the provisions of clause (i) above, Celgene shall from time to time, at the expense of such Seller, permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably accountants or auditors acceptable to Celgenethe Agents to conduct a review of such Seller's Contracts, at reasonable times Invoices and upon reasonable noticeRecords (each, but in a "Review"); provided, however, that, so long as no case more than once per Calendar YearEvent of Default has occurred and is continuing, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune Seller shall only be entitled to responsible for the costs and expenses of one audit following expiration or termination of (1) such Review under this Agreement. Results of Section in any one calendar year unless (1) the first such examination Review in such calendar year resulted in negative findings (in which case such Seller shall be made available responsible for the costs and expenses of two (2) such Reviews in such calendar year), or (2) the Buyer delivers an Extension Request under the Credit and Security Agreement and the applicable Response Date is more than 3 calendar months after the first Review in such calendar year. Notwithstanding the foregoing, if (1) such Seller requests the approval of a new Eligible Originator who is a Material Proposed Addition or (2) any 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 both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes occur or such Material Acquisition is expected to be due and payable hereunder to GlobeImmune, details concerning consummated if such additional Review is requested by the Buyer or 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 were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditAgents.

Audits. During Amgen shall keep complete and accurate records of the Term underlying revenue and for a period expense data relating to the calculations of five (5) years thereafterNet Sales and payments required by Section 4.6. Infinity shall have the right, Celgene shall permit once annually at its own expense, to have an independent, certified public accountant of nationally recognized standing appointed accountant, selected by GlobeImmune, Infinity and reasonably acceptable to CelgeneAmgen, at reasonable times and review any such records of Amgen in the location(s) where such records are maintained by Amgen upon reasonable notice (which shall be no less than thirty (30) days prior written notice) and during regular business hours and under obligations of strict confidence, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation basis and reporting accuracy of Net Sales and the correctness of any payment payments made under this Agreement for any period Section 4.6 within the preceding five (5) yearsprior [**] period; provided however, that 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 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 for any particular calendar year shall only be subject to one audit. The report of Celgene, it such accountant shall be limited to a certificate stating whether any report made or payment submitted by Amgen during such period is shown that payments under this Agreement were less than accurate or inaccurate and the amount which should have been paid, then Celgene of any payment discrepancy. Amgen shall make all payments required to be made to eliminate any discrepancy revealed receive a copy of each such report concurrently with receipt by Infinity. Should such inspection within ninety (90) days. Iflead to the discovery of a discrepancy to Infinity’s detriment in an annual period, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with Amgen shall pay the Securities and Exchange Commission pursuant to Rule 406 amount of the Securities Act of 1933, as amendeddiscrepancy. inspection Infinity shall pay the full cost of the books and records of Celgene, it inspection unless the discrepancy 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more greater than [**] of the undisputed amounts that should have been paid during the period to Infinity’s detriment, in question as per the audit, Celgene which case Amgen shall pay the reasonable out-of-pocket costs cost charged by such accountant for such inspection. Upon the expiration of [**] years following the auditend of any calendar year, the calculation of royalties payable with respect to such year shall be binding and conclusive upon Infinity; Amgen, its Affiliate(s) and sublicensee(s) shall be released from any liability or accountability with respect to royalties for such year; and Amgen shall no longer be required to retain such records for such calendar year.

Audits. During the Term and for a period of five (5) years […***…] thereafter, Celgene Tracr shall keep, and shall cause Sublicensees to keep, complete and accurate records pertaining to the sale or other disposition of Therapeutic Products and Diagnostic Products by Tracr and Sublicensees, and shall keep, and shall cause its Affiliated Sublicensees to keep, complete and accurate records pertaining to the receipt of Sublicensing Revenues by Tracr and its Affiliated Sublicensees, each in sufficient detail to permit EC to confirm the accuracy of all Revenue-Sharing Payments. EC shall have the right to cause an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to CelgeneTracr to audit such records to confirm Net Sales, at reasonable times Sublicensing Revenues and upon reasonable notice, but in no case Revenue-Sharing Payments for a period covering not more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five […***…] years. Tracr (5) years; provided that 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 Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes Affiliated Sublicensee 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 audited) may require such accountant to enter into an appropriate written execute a reasonable confidentiality agreement obligating it prior to commencing the audit. Such audits may be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any conducted during [***] = Certain confidential information contained in this document, marked by brackets, is has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgenenormal business hours upon reasonable prior written notice to Tracr, it is shown that payments under this Agreement were but no more frequently than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required once per year. No accounting period shall be subject to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by audit more than […***…] by EC. Prompt adjustments (including remittances of underpayments or overpayments disclosed by such audit) shall be made by the parties to reflect the results of such audit. […***…] shall bear the full cost of such audit unless such audit discloses an underpayment of […***…] or more of the undisputed amounts that should have been paid during amount of Revenue-Sharing Payments due under this Agreement, in which case Tracr shall bear the period in question as per the full cost of such audit. All records, Celgene documentation and other information made available by Tracr or an audited Affiliated Sublicensee to such independent auditor, or by Tracr, an audited Affiliated Sublicensee or such independent auditor to EC, pursuant to this Section 4.4 shall pay the reasonable out-of-pocket costs be deemed Confidential Information of the auditTracr.

Audits. During the Term and for a period of five (5) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that 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 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 were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 24b-2 of the Securities Exchange Act of 19331934, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the audit.

Audits. During the Term term of this Agreement and for a period of five (5) years thereafterwithin [Redacted — Term] after its expiry or earlier termination, Celgene shall permit Lilly shall, [Redacted — Frequency], have the right, at its expense, to select an independent, independent certified public accountant accountant, accounting firm, or like Third Person of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable Lilly’s choice to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, inspect Cardiome’s records that pertain to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and this Agreement to verify the correctness of any payment royalty payments made under this Agreement hereunder for any period within the ) [Redacted — Term] preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results yearsto determine the accuracy of any royalty payments made hereunder (which may include, without limitation, examination of gross sales and Net Sales). All such examination inspections shall occur only after reasonable advance written notice and during Cardiome’s ordinary business hours. The accountants shall keep confidential any information obtained during such inspection and shall report to Lilly only the royalty payments due and payable. The expense of such audit shall be made available to both Celgene and GlobeImmune. The independentborne by Lilly, certified public accountant shall disclose to GlobeImmune only unless the amounts audit establishes that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from amount Cardiome should have paid for the period examined exceeded the amount actually paid and by [Redacted — Percentage] or more, in which case Cardiome shall be responsible for the amount due, and shall disclose no other information revealed in reasonable expenses of 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 independentWithin [Redacted — Term] after both Parties have received an audit report, 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 were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid of an underpayment, Cardiome will compensate Lilly for any undisputed errors or omissions revealed by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay and in the reasonable out-of-pocket costs event of an overpayment, Lilly will compensate Cardiome for any undisputed errors or omissions revealed by the audit. Cardiome also will include in any agreement with any Sublicensee an audit provision giving Cardiome similar audit rights to those given to Lilly hereunder. Lilly, acting reasonably, shall have the right to cause Cardiome to invoke such right. Cardiome agrees to extend to Third Persons to whom Lilly has royalty obligations relating to the Compound and/or Product the same audit rights as provided to Lilly under this Section 4.8.

Audits. During From and after the Term first day of the second Post-Transition Calendar Year and for a period until the date on which the milestone payment required by Section 4.3.4 is paid to Takeda, at the request and expense of five (5) years thereafterTakeda under this Article 4, Celgene Orexigen shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmuneTakeda, and reasonably acceptable to CelgeneOrexigen, at reasonable times and upon reasonable notice, but in no case more than once […***…] per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Orexigen Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement[…***…] Post-Transition Calendar Years. Results of any such ***Confidential Treatment Requested examination shall be made available to both Celgene Orexigen and GlobeImmuneTakeda. The independent, certified public accountant shall disclose to GlobeImmune Takeda only the amounts that which the independent auditor believes to be due and payable hereunder to GlobeImmuneTakeda, 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 CelgeneOrexigen’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 9Information. If, as a result of any inspection of the books and records of CelgeneOrexigen, it is shown that payments received by Takeda under this Agreement were less than the amount which should have been paidreceived, then Celgene Orexigen shall make all payments required to be made to eliminate any discrepancy revealed by such said inspection within ninety (90) days[…***…]. If, as a result of any [*] = 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. 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune Takeda shall pay for such audits, except that in the event that the audited amounts were Orexigen underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid milestone payments during the period in question as per the audit, Celgene Orexigen shall pay the reasonable out-of-pocket costs of the audit.

Audits. During SJTC will keep books, records and accounts necessary to show all information required for purposes of this Section 3.4. Upon Utilities' request, SJTC shall supply Utilities, by report and/or with actual source documents, the Term information reasonably necessary to verify any invoice for SJTC Costs issued pursuant to this Agreement; provided, however, that SJTC shall not be required to disclose information which in the opinion of SJTC is of a confidential nature due to the relationship of such information to SJTC's existing or contemplated operations. In the event Utilities and for SJTC are unable to agree that the invoice is calculated correctly, a period verification of five (5) years thereafter, Celgene such invoice shall permit an independent, be prepared and certified by a nationally recognized firm of certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Yearaccountants, to examine be selected by Utilities from a list of three (but not copy3) such records firms submitted by SJTC, such verification to set forth all data reasonably necessary to verify that the invoice is calculated correctly. The findings of said verification shall be accepted by both Utilities and SJTC as may be necessary for the sole purpose of verifying the calculation final and reporting of Net Sales and the correctness of any payment made under this Agreement binding with respect to that invoice. The accounting firm selected for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination verification shall be made available bound not 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 treat as confidential any and all proprietary information revealed of SJTC furnished to or examined by such firm in connection with such audit. Any It is understood that such verification shall not provide Utilities with nor entitle Utilities access to SJTC's books or records. If any such verification discloses that a calculation error has occurred 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. Ifthat, as a result thereof, an amount is due to one or the other party, such amount shall promptly be paid to whom it is owed; provided, however, if there is a dispute relating to the validity of a charge or adequacy of a payment either party may submit such dispute to the Joint Committee. All expenses of any inspection such requested verification shall be paid by Utilities. Invoices which are not contested by either party within twenty-four (24) months from the date of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene Invoice shall make all payments required be deemed to be made correct and will not thereafter be subject to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditverification.

Audits. During Notwithstanding any provisions to the Term contrary contained in this Agreement, Regis shall have the sole right to control and make all decisions regarding the Regis Business or a Regis Subsidiary in any Tax audit or administrative or court proceeding relating to Taxes, including selection of counsel and selection of a forum for a period such contest, for which Regis has an indemnification obligation pursuant to Sections 11.2(b) hereof, provided however, that with respect to any Taxes for taxable periods ending on or before the Closing Date, Regis shall not enter into any agreement with the relevant taxing authority pertaining to such Taxes if the agreement would have an adverse effect on Newco, without the written consent of five Empire, which consent shall not unreasonably be withheld, conditioned or delayed, and, with respect to Taxes of any Straddle Period (5A) years thereafterRegis and Newco shall cooperate in the conduct of any audit or proceeding relating to such Straddle Period, Celgene (B) Newco shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmunehave the right to participate in such audit or proceeding at Newco’s expense, and reasonably acceptable (C) Regis shall not enter into any agreement with the relevant taxing authority pertaining to Celgenesuch Taxes without the prior written consent of Newco and Empire, at reasonable times and upon reasonable noticewhich consent shall not unreasonably be withheld, but conditioned or delayed. Notwithstanding any provisions to the contrary contained in no case more than once per Calendar Yearthis Agreement, to examine (but not copy) such records as may be necessary for Empire shall have the sole purpose right to control and make all decisions regarding the Empire Business or CLIC in any Tax audit or administrative or court proceeding relating to Taxes, including selection of verifying counsel and selection of a forum for such contest, for which Empire has an indemnification obligation pursuant to Sections 11.2(a) hereof, provided however, that with respect to any Taxes for taxable periods ending on or before the calculation and reporting Closing Date, Empire shall not enter into any agreement with the relevant taxing authority pertaining to such Taxes if the agreement would have an adverse effect on Newco, without the prior written consent of Net Sales and the correctness Regis, which consent shall not unreasonably be withheld, conditioned or delayed, and, with respect to Taxes of any payment made under Straddle Period (A) Newco and Empire shall cooperate in the conduct of any audit or proceeding relating to such Straddle Period, (B) Newco shall have the right to participate in such audit or proceeding at Newco’s expense, and (C) Empire shall not enter into any agreement with the relevant taxing authority pertaining to such Taxes without the prior written consent of Newco and Regis, which consent shall not unreasonably be withheld, conditioned or delayed. In the event of any conflict between the provisions of this Agreement for Section 7.7(b) and any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination other provision of this Agreement. Results , the provisions of any such examination this Section 7.7(b) 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 were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditcontrol.

Audits. During At the Term request and for a period expense of five (5) years thereafterGenentech, Celgene Array shall permit an independent, a nationally recognized independent certified public accountant of nationally recognized standing appointed accountant, selected by GlobeImmune, Genentech and reasonably acceptable to CelgeneArray, at reasonable times and upon reasonable noticeto examine, but in no case not more than once per Calendar Yearin any [***], to examine (but not copy) such books of account and records described under paragraph 3 of this Letter Agreement as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and to determine the correctness of any payment made FTE Report or invoice under this Agreement for any period within Section 6.2(b) the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such Such examination shall be made available to both Celgene during regular business hours and GlobeImmuneupon at least [***] prior written notice. After review of the accountant’s examination report, any uncontested overpayments shall be promptly refunded by Array or fully creditable against amounts payable in subsequent payment periods, at Genentech’s election. Array shall (at Genentech’s election) refund or fully credit any contested overpayments, if any, that are due promptly after the dispute is resolved, in accordance with the provisions of Article 14 of the Agreement. If such accountant reasonably determines that the actual number of FTEs specified in FTE Reports has been, for the period audited in total, (a) overstated by more than [***] and (b) resulted in an overpayment of more than [***], Array shall pay the reasonable costs of the examination. The independent, certified public accountant shall disclose Parties agree that all information subject to GlobeImmune review under any such audit is Confidential Information of Array and may only the amounts that the independent auditor believes be used for purposes germane to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount duesuch audit, and that Genentech shall disclose no other information revealed in such audit. Any retain 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 cause its accountant to retain all such information in confidence. This Letter Agreement constitutes the entire understanding of the Parties with respect to the subject matter hereof and supersedes any Third Partyprior understanding, and Celgene may require such accountant oral or written, between the Parties with respect thereto. The provisions of this Letter Agreement are generally in addition 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 those set forth in Article 9. Ifthe Agreement, as a result of any inspection but this Letter Agreement shall be governed by applicable provisions of the books Agreement as needed (e.g., confidentiality and records dispute resolution); in the event of Celgenea conflict between a provision in the Agreement and this Letter Agreement, it is shown that payments under the provision in this Letter Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) daysgovern and control. If, as a result of any [***] = Certain confidential information contained in this document, marked by brackets, is has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 24b-2 of the Securities Exchange Act of 19331934, as amended. inspection Please indicate your agreement by countersigning where indicated below. Sincerely, for Genentech, Inc. Name: /s/ Xxxxxx X. XxXxxxxxx Title: VP Business Development AGREED AND ACCEPTED: Array BioPharma Inc. By: /s/ R. Xxxxxxx Xxxxxxxxxx Name: R. Xxxxxxx Xxxxxxxxxx Title: Chief Financial Officer [***] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the books and records Securities Exchange Act of Celgene1934, 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the audit.amended

Audits. During Upon the Term and for a period written request of five (5) years thereafterVertex, Celgene with [***] prior written notice to Xxxxxxx, [***], Xxxxxxx shall permit an independent, independent certified public accountant accounting firm of nationally recognized standing appointed selected by GlobeImmune, Vertex and reasonably acceptable to CelgeneXxxxxxx, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year[***], to examine (but not copy) have access during normal business hours to such of the records of Xxxxxxx and its Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any [***]. Those records shall include, without limitation, gross sales of each Product or Product Candidate on a country-by-country basis, as well as all deductions taken from gross sales in that country to arrive at Net Sales in that country. The accounting firm shall disclose to Vertex only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. If such independent accountant’s review of Xxxxxxx’x royalty reports shows an underpayment, Xxxxxxx shall remit or cause its Related Parties to remit to Vertex within [***] after Xxxxxxx’x receipt of such report: (i) the amount of such underpayment plus interest as determined under Section 9.10 below, and (ii) if such underpayment exceeds [***] of the total amount owed for the sole purpose period being audited, the reasonable and necessary fees and expenses of verifying the independent accountant performing the audit. If such underpayment does not exceed [***], the fees and expenses of the independent accountant Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. performing any such audit shall be paid by Vertex. [***] Upon prior written notice to Xxxxxxx as provided above, Vertex shall have a further right, exercisable not more frequently than once [***], to audit Net Sales, deductions taken from gross sales, and royalties earned by Vertex in any country in which a prior audit has shown an understatement of royalties due of at least [***]. Xxxxxxx shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Xxxxxxx, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Vertex’s independent accountant to the same extent required of Xxxxxxx under this Agreement. Upon the expiration of [***] the calculation of royalties payable with respect to such year shall be binding and reporting of Net Sales conclusive upon the Parties, and the correctness of Xxxxxxx and its Related Parties shall be released from any payment made liability or accountability with respect to royalties for such Calendar Year. Vertex shall treat all financial Information subject to review under this Agreement for Section 9.7 or under any period within sublicense agreement in accordance with the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination confidentiality and non-use provisions 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 cause its accounting firm to enter into an appropriate written acceptable confidentiality agreement with Xxxxxxx and/or its Related Parties obligating it to be bound by obligations of confidentiality and restrictions on use of retain all such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission confidence pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditconfidentiality agreement.

Audits. During The Purchaser shall, shall cause its Subsidiaries to and shall use commercially reasonable efforts to cause its sublicensees to, upon reasonable written notice from the Term Seller as described in the next sentence, make the books and records maintained pursuant to Section 2.2(d), as they relate to the sale of Aeroquin-Related Products, available for audit by an independent third party accounting firm that executes an appropriate confidentiality agreement. If an audit of the records for any particular calendar year is requested by the Seller, the Seller shall deliver to the Purchaser, prior to June 30th of the following calendar year, a period notice (i) requesting such an audit and (ii) identifying an independent third party accounting firm that the Seller wishes to select for the purpose of five (5) years thereafterconducting such audit; provided, Celgene shall permit however, that the accounting firm must be an independent, certified public accountant accounting firm of nationally recognized standing appointed by GlobeImmunestanding, and reasonably acceptable satisfactory to Celgenethe Purchaser. Any such accounting firm shall be retained jointly by the Purchaser and the Seller. Subject to the last sentence of this clause (e), the audit will be paid for by the Seller. Such audit shall be conducted during regular business hours at reasonable times a mutually determined location, and upon reasonable notice, but in no case not more than once per Calendar Yearin any calendar year (unless the Purchaser restates or revises its relevant records for such calendar year, to examine (but not copy) in which case, notwithstanding the foregoing limitation, such restated or revised records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available subject 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 were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any audit [***] = Certain confidential information contained in this document, marked by brackets, is document has been omitted and filed separately with the Securities and Exchange Commission pursuant Confidential treatment has been requested with respect to Rule 406 portions of this agreement. procedure set forth in this Section 2.2). If the audit discovers an unmet payment obligation, the Purchaser shall pay such unpaid amounts, with any interest payable in accordance with Section 2.2(c), to the Seller within 30 days after the date the audit is completed and the results are finalized; and if the audit discovers an overpayment, the Seller shall refund the overpayment within 30 days after the audit is completed and the results are finalized. If as a result of the Securities Act of 1933, as amended. inspection audit it is finally determined that the aggregate amount 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts Revenue-Based Contingent Payments that should have been paid during to the period in question as per Seller for the auditaudited calendar year exceeds the aggregate amount of the Revenue-Based Contingent Payments actually paid to the Seller by [***]% or more for such calendar year, Celgene then the Purchaser shall be responsible for, and promptly pay for, the reasonable out-of-pocket costs cost of the audit. The determination under such audit shall be final and binding on the Parties absent manifest error.

Audits. During Purchaser (at FundCo’s sole direction) (or FundCo if Purchaser fails or is unable within thirty (30) days to commence such audit) shall have the Term right, but not more than once during a consecutive twelve (12) month period until the exercise of the Repurchase Option, to audit the Production Records and for records related to the Co-Financing Amounts at the aforesaid office in order to verify the Direct Costs incurred in connection with each Covered Picture, any Co-Financing Amounts and any After Acquired Rights Costs. Any such audit shall be conducted only by a period of five (5) years thereafter, Celgene shall permit an independent, certified public accountant (compensated on a non-percentage of nationally recognized standing appointed by GlobeImmunerecovery basis) during reasonable business hours and in such manner as not to interfere with LGF’s normal business activities, and reasonably acceptable be conducted by a third party accounting firm approved by FundCo and LGF (LGF hereby pre-approves Pricewaterhouse Coopers, Deloitte & Touche, Sxxxx & Axxxxxxx and Hxxxxx, Xxxxxxx & Company (the “Pre-Approved Auditors”)). Purchaser (or FundCo, as applicable) shall instruct the third party accounting firm to Celgene, at use all reasonable times and upon reasonable notice, but efforts to complete the audit in no case not more than once per Calendar Year, thirty (30) consecutive days. Under no circumstances shall Purchaser or FundCo have the right to examine (but not copy) such any books, accounts or records as may be necessary of any nature relating to LGF’s business generally or any other Motion Picture for the sole purpose of verifying comparison or otherwise. Neither Purchaser nor FundCo shall have any right to examine or inquire into any matters or items pertaining to the calculation Direct Cost of a Covered Picture after the expiration of thirty-six (36) months from and reporting after the Initial Theatrical Release Date for such Covered Picture (or, if longer, six (6) months after conclusion of Net Sales the audit related to such Direct Costs) and such matters or items shall be final and conclusive upon Purchaser upon the correctness 20 expiration of such period notwithstanding that the matters or items embraced by or contained therein may later be contained or referred to in a cumulative statement pertaining to more than one Accounting Period. Purchaser shall be forever barred from maintaining or instituting any action or proceeding based upon, or in any way relating to, any transactions had by LGF, its Affiliates, or its licensees, in connection with the Covered Picture which are reflected on the applicable Estimated Cost Statement, or the accuracy of any payment made under this Agreement for any item appearing therein, unless written objection thereto stating with specificity the particular transaction(s) or item(s) to which Purchaser objects shall have been delivered by Purchaser to LGF prior to the expiration of the thirty-six (36) month period with respect thereto (or, if longer, six (6) months after conclusion of the audit related to such Direct Costs) unless such action or proceeding is commenced within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreementsuch period. Results Resolution of any such examination disputes shall be made available subject to both Celgene Section 12.11 and GlobeImmuneSchedule B hereto. The independent, certified public accountant shall disclose to GlobeImmune only All expenses and costs of audits under this Section 4.2 (including the amounts that expenses and costs of 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 auditor) shall be deemed Celgene’s Confidential Information which may not be disclosed borne solely by said independentFundCo, 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 except as set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditSection 4.4.

Audits. During The Purchaser shall, shall cause its Subsidiaries to and shall use commercially reasonable efforts to cause its sublicensees to, upon reasonable written notice from the Term Seller as described in the next sentence, make the books and records maintained pursuant to Section 2.2(d), as they relate to the sale of Aeroquin-Related Products, available for audit by an independent third party accounting firm that executes an appropriate confidentiality agreement. If an audit of the records for any particular calendar year is requested by the Seller, the Seller shall deliver to the Purchaser, prior to June 30th of the following calendar year, a period notice (i) requesting such an audit and (ii) identifying an independent third party accounting firm that the Seller wishes to select for the purpose of five (5) years thereafterconducting such audit; provided, Celgene shall permit however, that the accounting firm must be an independent, certified public accountant accounting firm of nationally recognized standing appointed by GlobeImmunestanding, and reasonably acceptable satisfactory to Celgenethe Purchaser. Any such accounting firm shall be retained jointly by the Purchaser and the Seller. Subject to the last sentence of this clause (e), the audit will be paid for by the Seller. Such audit shall be conducted during regular business hours at reasonable times a mutually determined location, and upon reasonable notice, but in no case not more than once per Calendar Yearin any calendar year (unless the Purchaser restates or revises its relevant records for such calendar year, to examine (but not copy) in which case, notwithstanding the foregoing limitation, such restated or revised records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available subject 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 audit procedure set forth in Article 9this Section 2.2). IfIf the audit discovers an unmet payment obligation, the Purchaser shall pay such unpaid amounts, with any interest payable in accordance with Section 2.2(c), to the Seller within 30 days after the date the audit is completed and the results are finalized; and if the audit discovers an overpayment, the Seller shall refund the overpayment within 30 days after the audit is completed and the results are finalized. If as a result of any inspection the audit it is finally determined that the aggregate amount of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts Revenue-Based Contingent Payments that should have been paid during to the period in question as per Seller for the auditaudited calendar year exceeds the aggregate amount of the Revenue-Based Contingent Payments actually paid to the Seller by [***]% or more for such calendar year, Celgene then the Purchaser shall be responsible for, and promptly pay for, the reasonable out-of-pocket costs cost of the audit. The determination under such audit shall be final and binding on both parties absent manifest error.

Audits. During the Term Recordati shall permit, and for shall obligate each of its respective Affiliates and Sublicensees to permit a period of five leading Big 4 (5PWC, E&Y, KPMG, Deloitte) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed or other certified public accounting firm designated by GlobeImmune, Nymox and reasonably acceptable to CelgeneRecordati, at reasonable times Nymox’s expense, to visit and upon reasonable inspect and to examine the books and records of Recordati, Affiliate or Sublicensee, during regular business hours and on prior written notice, but in no case more than once per Calendar Yearcalendar year (except to the extent Nymox has a reasonable basis to believe that a particular amount reported by Recordati is inaccurate), to examine (but not copy) such records as may be necessary and support Nymox with any explanation or information relevant for the audit, for the sole purpose of verifying the calculation and reporting of Net Sales and for Nymox the correctness of the amounts reported to Nymox hereunder. All results and the basis for such results of such accountant’s audit shall be deemed Confidential Information of the entity under audit. Such accountant shall have executed and delivered to the entity under audit a confidentiality agreement as reasonably requested by such entity, which agreement shall include provisions limiting such accountant’s disclosures to Nymox to the results of the audit and the basis for such results of such audit. Nymox shall not use any payment made under information learned by it or disclosed to it pursuant to this Agreement Section for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled purpose other than to one audit following expiration or termination of enforce its rights under this Agreement. Results of any Any error detected in such examination audit shall be made available reported to both Celgene the CFOs of the Parties or respective person in charge of the financials of the Agreement and GlobeImmune. The independent, certified public accountant any underpaying or overcharging shall disclose to GlobeImmune only be remitted within sixty (60) days of receiving the amounts that audit report (or the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from final determination if the amount paid is disputed) and the amount duecorresponding invoice or credit note. Further, if the audit for an annual period shows an error for that period of in excess of five per cent (5%), Recordati shall reimburse Nymox for its audit fees and shall disclose no other information revealed reasonable out of pocket expenses in such auditconnection with said audit within sixty (60) days from an invoice. Any and all records examined by agreement pursuant to which Recordati grants a Sublicense to a Sublicensee shall provide that Nymox shall have audit rights described in this Section on the same basis as if such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant Sublicensee were a Party 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 9this Agreement. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [***] = Certain confidential indicates that certain information contained in on this document, marked by brackets, is page has been omitted and filed separately with the Securities and Exchange Commission pursuant Commission. Confidential treatment has been requested with respect to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditomitted portions.

Audits. During Upon the Term written request of Vertex and for a period of five (5) years thereafternot more than once in each Calendar Year, Celgene Merck shall permit an independent, independent certified public accountant accounting firm of nationally recognized standing appointed selected by GlobeImmune, Vertex and reasonably acceptable to CelgeneMerck, at reasonable times and upon reasonable noticeVertex’s expense, but in no case to have access during normal business hours to such of the records of Merck as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any year ending not more than once per [***] prior to the date of such request. The accounting firm shall disclose to Vertex only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Vertex. Portions of this exhibit, indicated by the xxxx “[***],” have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. If such accounting firm correctly identifies a discrepancy made during such period, the appropriate Party shall pay the other Party the amount of the discrepancy within [***] of the date Vertex delivers to Merck such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by Vertex. 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 Vertex’s independent accountant to the same extent required of Merck under this Agreement. Upon the expiration of [***] following the end of any Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation of royalties payable with respect to such year shall be binding and reporting of Net Sales conclusive upon Vertex, and the correctness of Merck and its Related Parties shall be released from any payment made liability or accountability with respect to royalties for such Calendar Year. Vertex shall treat all financial information subject to review under this Agreement for Section 5.19 or under any period within sublicense agreement in accordance with the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination confidentiality and non-use provisions 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 cause its accounting firm to enter into an appropriate written acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to be bound by obligations of confidentiality and restrictions on use of retain all such Confidential Information that are no less restrictive than the obligations set forth information in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission confidence pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditconfidentiality agreement.

Audits. During For at least two years after the Term Term, Gizmondo will maintain accurate books and for a period of five (5) years thereafter, Celgene records that report the sales o` each Product. Northern Lights shall permit have the right to designate an independent, independent certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgeneon Northern Lights behalf (who shall not be compensated on a contingent fee basis), at reasonable times and upon reasonable notice, but in no case more than once per Calendar YearNorthern Lights own expense, to examine (but not copy) such those books and records as may be necessary solely for the sole purpose of verifying the calculation accuracy of royalty statements rendered by Gizmondo hereunder Northern Lights accountant may only make such examination during regular business hours and reporting of Net Sales upon reasonable notice and in a manner that is not unreasonably disruptive to Gizmondo's business Each examination will take place at the correctness of any payment made under this Agreement for any period within place Gizmondo normally keeps the preceding five (5) years; provided that GlobeImmune books and records to be examined Northern Lights shall only be entitled limited to one audit following expiration or termination of this Agreement. Results of any (1) such examination each twelve (12) months while the applicable Product is being commercially exploited by Gizmondo and for 12 months thereafter Gizmondo shall be made available have no obligation to both Celgene permit Northern Lights, nor shall Northern Lights have any right. to examine Gizmondo s books or records relating to any particular statement more than once unless there is an unresolved issue. Northern Lights acknowledges that Gizmondo claims that Gizmondo's books and GlobeImmune. The independent, records contain confidential trade secret information Neither Northern Lights nor Northern Lights independent certified public accountant or other representatives shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmunecommunicate at any time or use on behalf of any other person, details concerning firm or corporation other than representatives of Northern Lights any discrepancy from the amount paid and the amount due, and shall disclose no other facts or 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, obtained as a result of any inspection such examination of Gizmondo's books and records. Further, prior to the commencement of any examination of Gizmondo's books and records in accordance with the provisions of Celgenethis Section, it is shown that payments under Northern Lights shall cause the independent certified public accountant engaged by Northern Lights to sign a letter and/or agreement in a form approved by Gizmondo which acknowledges his or her agreement (and the agreement of his or her firm) to he bound by the foregoing The rights granted to Northern Lights in this Agreement were less than the amount which should have been paid, then Celgene Section shall make all payments required constitute Northern Lights sole and exclusive right to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, examine Gizmondo 's books and records If Northern Lights establishes as a result of any [*] = Certain confidential information contained in this document, marked an audit conducted by brackets, Northern Lights that there is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that an underpayment in the event that the audited amounts were underpaid by Celgene by royalty payments due to Northern Lights of five per cent (5,'/,,) or more than [*] of the undisputed amounts that should have been paid during for the period in question as per covered by the audit, Celgene then Gizmondo shall pay the reasonable out-of-pocket costs to Northern Lights, upon settlement of the audit, Northern, Lights accountable auditor's fees actually paid together with the underpayment.

Audits. During the Term and for a period of five three (53) years thereafter, Celgene DSP shall keep (and shall cause its Affiliates and sublicensees to keep) complete and accurate records pertaining to the sale or other disposition of Products in the Field in the Territory and calculations of Net Sales and payments required under this Agreement in sufficient detail to permit Intercept to confirm the accuracy of all payments due to it hereunder. Notwithstanding the foregoing, should applicable Law in the Territory require DSP to retain records of the nature described in the preceding sentence for a period longer than that set forth in the preceding sentence, DSP shall retain such records for the longer period; provided that Intercept shall advise of any applicable record-keeping requirements imposed by laws outside the Territory. Intercept shall have the right to cause an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to CelgeneDSP to audit such records to confirm Net Sales, at reasonable times royalty, milestone and upon reasonable notice, other payments for a period covering up to but in no case not more than once per Calendar Year, the preceding twelve (12) calendar quarters; provided that any such accountant shall have previously entered into a confidentiality agreement reasonably satisfactory to examine (but not copy) DSP limiting its disclosure of such records information to authorized representatives of the Parties or as may required under applicable Laws. Any such inspection shall be necessary for the sole purpose of verifying the calculation and reporting of payments on Net Sales of the Products in the Field in the Territory by DSP, and its Affiliates or sublicensees and milestone, royalty and other payments paid by DSP under this Agreement. The accountant shall only disclose to Intercept the findings of the audit and the correctness of specific details concerning any payment made under this Agreement for any period within the preceding five (5) yearsdiscrepancies. No other information shall be provided to Intercept. Such audit rights may be exercised during normal business hours upon reasonable prior written notice to DSP; provided that GlobeImmune shall only such audit right may be entitled to one audit following expiration or termination of this Agreementexercised no more than once in any twelve (12) -month period. Results of any such examination Prompt adjustments shall be made available by the Parties to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only reflect 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 results of such audit. Any and all records examined by such independent accountant Intercept 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 bear the full cost of such Confidential Information that are no less restrictive audit unless such audit discloses an underpayment by DSP of more than the obligations set forth in Article 9. If, as a result of any inspection [***] percent ([***]%) of the books and records amount of Celgene, it is shown that royalties or other payments due under this Agreement Agreement, in which case, DSP shall bear the full cost of such audit. Portions of this Exhibit, indicated by the mxxx “[***],” were less than the amount which should omitted and have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed separately with the Securities and Exchange Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the audit.28

Audits. During CASI may have an independent certified public accountant, reasonably acceptable to TIANSHI, access and examine during normal business hours and upon reasonable prior written notice, only those records of TIANSHI (and its Affiliates and Sublicensees, as applicable) retained pursuant to Section 6.8 (Records) as may be reasonably necessary to determine, the Term and for a period correctness or completeness of five (5) years thereafterany Royalty Payment made under this Agreement, Celgene shall permit an independentprovided, however, that with respect to any Black Belt Royalty Payment, such independent certified public accountant may only inspect records of nationally recognized standing appointed TIANSHI (and its Affiliates and Sublicensees, as applicable) retained pursuant to Section 6.8 (Records) in any Calendar Year ending not more than [***] years before such request. Prior to commencing any such audit under this Agreement, each such independent certified public accountant conducting an audit must enter into an appropriate and reasonable confidentiality agreement with TIANSHI pursuant to this Section 6.9 (Audits). The foregoing right of review may be exercised only once in any 12-month period and only once with respect to each such payment unless an issue is revealed by GlobeImmunea subsequent audit. Such accountant will disclose only whether the ​ Execution Version Royalty Payments are correct or not, and reasonably acceptable the specific details concerning any discrepancies. No other information will be shared and such results will be subject to CelgeneArticle 10 (Confidentiality). If the audit report concludes that (a) additional amounts were owed by TIANSHI, at reasonable times and upon reasonable noticethen TIANSHI will pay the additional amounts or (b) excess payments were made by TIANSHI, but in no case more than once per Calendar Year, then such amounts will be deducted from future payments to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made CASI under this Agreement for any period Agreement, in either case ((a) or (b)), within 30 days after the preceding five date on which such audit report is delivered to both Parties, unless disputed pursuant to Section 6.10 (5Audit Dispute) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination below. CASI will bear the full cost of this Agreement. Results the performance of any such examination audit, unless such audit reveals that the undisputed monies owed by TIANSHI to CASI has been understated by more than [***] % for the period audited, in which case, TIANSHI shall be made available pay the costs of such audit. CASI shall have the right to both Celgene and GlobeImmuneprovide a copy of any such audit report or results to Black Belt for CASI to comply with its obligations under the Black Belt License Agreement. The independentUpon prior notice by CASI, TIANSHI shall provide Black Belt’s independent certified public accountant shall disclose access to GlobeImmune only the amounts that the independent auditor believes such records retained by TIANSHI pursuant to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, Section 6.8 and shall disclose no other information revealed in such audit. Any and all records examined by permit 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 directly inspect the books and records of Celgene, it is shown that payments TIANSHI under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed accordance with the Securities and Exchange Commission pursuant to Rule 406 Section 5.9 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditBlack Belt License Agreement.

Audits. During TSA shall have the Term right to examine or audit relevant financial records for each [ENTITY NAME] facility, while this Agreement, or any part thereof, remains in force and effect, and for a period of five (5) three years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following after expiration or termination of the terms of this Agreement. Results For each facility, [ENTITY NAME] shall maintain: project records, technology maintenance records, and data associated with this TSA Pre✓® Application Expansion while this Agreement, or any part thereof, remains in force and effect, and for a period of three years after any such examination resulting final termination settlement. If this Agreement is completely or partially terminated, the records relating to the work terminated shall be made available for three years after any resulting final termination settlement. Records relating to both Celgene appeals under the “Disputes” provision in Article XII regarding this Agreement shall be made available until such appeals are finally resolved. As used in this provision, “records” includes books, documents and GlobeImmuneother data, regardless of type and regardless of whether such items are in written form, in the form of computer or other electronic data, or in any other form that relate to this TSA Pre✓® Application Expansion for each facility. [ENTITY NAME] shall also maintain all records and other evidence sufficient to reflect fees collected from the public, and fees forward to TSA as payment for TSA vetting and program maintenance, in accordance with Attachment 4in the conduct of TSA Pre✓® Application Expansion. The independentContracting Officer, certified public accountant Contracting Officer’s Representative, or the authorized representatives of these officers shall disclose have the right to GlobeImmune only examine and audit those records at any time. This right of examination shall include inspection at all reasonable times at the amounts that [ENTITY NAME]’s offices directly responsible for managing the independent auditor believes to be due and payable hereunder to GlobeImmuneTSA Pre✓® Application Expansion. The Comptroller General of the United States shall also have access to, details concerning any discrepancy from the amount paid and the amount dueright to examine, and any records involving transactions related to this Agreement. This article 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 independentconstrued to require [ENTITY NAME], certified public accountant or its contractors or subcontractors who are associated with or engaged in activities relating to this OTA, to create or maintain any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations record that they do not maintain in the ordinary course of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission business pursuant to Rule 406 a provision of the Securities Act of 1933law, as amended. inspection of the books and provided that those entities maintain 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 conform to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditgenerally accepted accounting procedures.

Audits. During Each Party will keep, and will cause its Affiliates and Sublicensees, as applicable, to keep, accurate books and records of accounting as required under its Accounting Principles for the Term purpose of calculating all amounts payable by either Party to the other Party under the Profit [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. & Loss Share, including with respect to the calculation of Allowable Expenses, Gross Profit and Juno Co-Co Net Sales of Juno Program Co-Co Product for Juno Territory Administration (in the case of Juno and its Affiliates and Sublicensees) and Celgene Territory Administration (in the case of Celgene, its Affiliates and Sublicensees). Such records shall be retained by each Party or any of its Affiliates or Sublicensees (in such capacity, the “Recording Party”) for a period of five no less than [***] after the [***] to which such records relate. At the request of either Party, the other Party will, and, will cause its Affiliates and Sublicensees, as applicable, to, permit the requesting Party and its representatives (5) years thereafter, Celgene shall permit including an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgeneindependent auditor), at reasonable times and upon reasonable notice, but in no case more than once per Calendar Yearnotice to the Recording Party, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation inspect, review and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that 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 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 maintained pursuant to this Paragraph 6 of Celgenethis Exhibit D. Such examinations may not, it is shown that payments under this Agreement were less than the amount which should have been paidunless otherwise required by applicable Law, then Celgene shall make all payments required to (a) be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of conducted for any [***] = 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. 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [***] after the end of [***], (b) be conducted more than [***] in any [***] period, or (c) [***]. Except as provided below, the undisputed amounts cost of this examination will be borne by the Party that should have been paid during requested the period examination, unless the audit reveals a variance of more than [***] from the reported amounts, in question as per which case the audit, Celgene shall pay audited Party will bear the reasonable out-of-pocket costs cost of the audit. Unless disputed as described below, if such audit concludes that additional payments were owed or that excess payments were made during such period, the paying Party will pay the additional amounts or the receiving Party will reimburse such excess payments, with interest from the date originally due as provided in Section 6.4.2 of this Juno Lead Co-Co Agreement, within [***] after the date on which a written report of such audit is delivered to the Parties. In the event of a dispute regarding such books and records, including the amounts owed to a Party under Section 5.2 of this Juno Lead Co-Co Agreement or the calculation of Allowable Expenses, Juno Co-Co Net Sales of Juno Program Co-Co Product or Gross Profit, the Parties will work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute [***], such dispute will be resolved in accordance with Section 12.7 of the Master Collaboration Agreement. The receiving Party will treat all information subject to review under this Paragraph 6 of this Exhibit D in accordance with the confidentiality provisions of Article 8 of the Master Collaboration Agreement and the Parties will cause any auditor or 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 a confidentiality agreement.

Audits. During the Term Royalty Payment Period and for a period of five three (53) years thereafter, Celgene at the request and expense of Draxis, DUSA and its Affiliates, if any, shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, Draxis and reasonably acceptable to CelgeneDUSA, at reasonable times and upon reasonable notice, notice (but in no case no more than once per Calendar Yearcalendar year), to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Gross Sales in the Territory and the correctness of any royalty payment made under this Agreement for any period within the preceding five (5) years; provided that 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 Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune Draxis only the royalty amounts that which the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, Draxis and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s DUSA'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 9third party. If, as a result of any inspection of the books and records of CelgeneDUSA, it is shown that any royalty payments under this Agreement were less than the amount which should have been paid, then Celgene DUSA shall make all payments required to be made to eliminate any discrepancy revealed by such said inspection within ninety forty-five (90) days. If, as a result of any [*] = 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. 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 inspection within ninety (9045) days or credit such amounts to Celgene against future paymentsof Draxis' demand therefor. GlobeImmune Draxis shall pay for such audits, except that in the event that the audited amounts royalty payments made by DUSA were underpaid by Celgene by more less than [*] ninety percent (90%) of the undisputed amounts that should have been paid during the period in question as per the auditquestion, Celgene DUSA shall pay the reasonable out-of-pocket costs of the audit. Note: Certain portions of this document have been marked "[C.I.]" to indicate that confidential treatment has been requested for this confidential information. The confidential portions have been omitted and filed separately with the Sec1urities and Exchange Commission.

Audits. During the Term (i) Seller may, and for a period if requested in writing by Purchaser, shall (as promptly as practicable following receipt of five (5) years thereaftersuch written request from Purchaser), Celgene shall permit cause an independent, independent certified public accountant of nationally recognized standing appointed by GlobeImmunestanding, to audit Rxxxxx Surgical’s Financial Records (as such term is defined in the APA) relating to the Purchased Receivables (it being understood and agreed that Purchaser shall not be entitled to request an audit with respect to any matters other than matters in respect of the Purchased Receivables) pursuant to Section 2.7(e) of the APA (which limits Seller to one (1) audit per calendar year); provided, however, that Purchaser shall not be entitled to request such an audit if such an audit would contravene the provisions of Sections 2.7(d) or 2.7(e) of the APA. With respect to any such audit, Seller shall engage any independent certified public accountant as Seller shall determine for such purpose (as long as such independent certified public accountant is reasonably acceptable to Celgene(X) Rxxxxx Surgical pursuant to Section 2.7(e) of the APA and (Y) Purchaser). Notwithstanding the foregoing, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination audit initiated at the request of Purchaser as described in this Section 7.4(b)(i) shall be made available include such additional matters (whether or not related to both Celgene the Purchased Receivables) as reasonably requested by Seller and GlobeImmune. The independent, certified public accountant shall disclose subject 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 provisions 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 Section 2.7(e) of the books and records of CelgeneAPA (such an audit, it is shown that payments under this Agreement were less than the amount which should have been paida “Seller Participated Audit”). Subject to Section 7.4(b)(vi), then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs and expenses of any audit described in this Section 7.4(b)(i) (including the fees and expenses of any independent certified public accountant) that would otherwise be borne by Seller pursuant to the APA shall instead be borne (as such costs and expenses are incurred) as follows: (A) in the event such audit is solely with respect to Net Revenues for the period from January 1, 2024 through December 31, 2027 (and only if one or both of Milestone Event 1 and Milestone Event 2 have not yet occurred at the time of such audit), then twenty percent (20%) by Seller and eighty percent (80%) by Purchaser, and Purchaser shall promptly upon request reimburse Seller for Purchaser’s respective eighty percent (80%) of such out-of-pocket costs and expenses; (B) in the event such audit is a Seller Participated Audit, then twenty percent (20%) by Seller and eighty percent (80%) by Purchaser, and Purchaser shall promptly upon request reimburse Seller for Purchaser’s respective eighty percent (80%) of such out-of-pocket costs and expenses; and (C) in the event such audit is neither an audit described in the foregoing clause (A) nor an audit described in the foregoing clause (B), then one hundred percent (100%) by Purchaser, and Purchaser shall promptly upon request reimburse Seller for one hundred percent (100%) of such out-of-pocket costs and expenses. With respect to any audit described in this Section 7.4(b)(i), each Party shall provide to the other Party copies of the auditauditor’s results from such audit and the auditor’s work product from such audit received by such Party (subject to a reasonable and customary common interest agreement to protect attorney-client privilege, if applicable).

Audits. During From and after the Term time that the Fee becomes payable under this Agreement, Pharmion and its affiliates (including without limitation any Pharmion Designees which may be affiliates of Pharmion) (each an “Audited Party” and collectively the “Audited Parties”), shall keep and maintain accurate books and records to verify the quantities of Compound sourced from Back-up Supplier(s) by the Audited Parties during a reporting period as may be reasonably required to confirm the amounts payable under Section 4(e) on account of the Fee with respect to such reporting period. The Audited Parties shall preserve such books and records for a period of five three (53) years thereafterafter the end of the period covered by such books and records, Celgene which obligation shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine survive for three (but not copy3) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following years after expiration or termination of this Agreement. Results of Ash Sxxxxxx shall have the right, on thirty (30) calendar days advance written notice and not more than once in any twelve (12) month period, to have an independent accounting firm reasonably acceptable to 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 Audited Party examine 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 the Audited Party solely to verify the accuracy of the Fee reports and the amount of payments made by the Audited Party hereunder during the preceding four (4) quarterly reporting periods. The accounting firm shall execute a confidentiality agreement with the Audited Party in a form mutually acceptable to the Parties that payments under this Agreement were less prohibits the accounting firm from disclosing or using information obtained in connection with the audit other than the disclosure to Ash Sxxxxxx of the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained underpayment or overpayment. Any such audit shall be conducted during the Audited Party’s regular business hours, in this document, marked by brackets, is filed such a manner so as not to interfere with the Securities Audited Party’s normal business activities, and Exchange Commission pursuant to Rule 406 shall be at Ash Sxxxxxx’ expense, provided that if such audit reveals an underpayment of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than five percent (5%) during any reporting period, 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene Audited Party shall pay the reasonable out-of-pocket costs of the audit. Pharmion shall either (i) cause to have included similar audit rights as provided herein in all agreements with Covered Compound Purchasers , or (ii) another mechanism reasonably and mutually agreeable to the Parties, so as to permit Ash Sxxxxxx to confirm Fee amounts payable to Ash Sxxxxxx for quantities of the Compound sourced from Back-up Suppliers (other than Ash Sxxxxxx).

Audits. During Argos shall have the Term right, at mutually agreed times and during normal business hours at least [**], to audit all of CELLSCRIPT’s executed Master Batch Records for a period Production of five (5) years thereafter, Celgene shall permit an independent, certified public accountant the Argos Product and other documentation for Quality Control and Quality Assurance of nationally recognized standing appointed by GlobeImmunethe Argos Product, and reasonably acceptable to Celgeneinspect the portions of the Facility and equipment and materials used for Production of the Argos Product, and to perform such additional follow-up audits at such other times as are reasonable times and upon to ascertain corrections following a finding of deficiency by Argos during an audit by Argos or by a Regulatory Agency. The number of persons conducting the audit for Argos shall be reasonable notice, but in no case more than once per Calendar Year, so as to examine (but not copy) such records as may be necessary manageable for the sole purpose of verifying the calculation participating CELLSCRIPT employees. All audited data (other than and reporting of Net Sales not including Argos Information and the correctness of any payment made under this Agreement for any period within Materials) will be treated as CELLSCRIPT Information and Materials, and Argos shall not be permitted to remove or copy such audit data without CELLSCRIPT’s prior consent provided, however, that the preceding five (5) years; provided limitation shall not be construed to limit Argos’ access to data that GlobeImmune Argos needs to know in order for Argos to comply with Legal Requirements of a Regulatory Authority. For clarity, the Parties agree that CELLSCRIPT shall only not be entitled required to one audit following expiration or termination disclose to Argos Confidential Information of this Agreement. Results CELLSCRIPT that Argos does not need to know in order for Argos to comply with Legal Requirements of a Regulatory Authority, and 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 of CELLSCRIPT that is disclosed to Argos or a designee of Argos during an audit shall not be disclosed by Argos or said independent, certified public accountant designee to any Third Party, including to a contractor or other designee of Argos pursuant to Section 5.6, 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 any such Confidential Information that are no less restrictive than of CELLSCRIPT shall not be used by Argos or any contractor or designee of Argos, without the obligations set forth in Article 9. If, as a result prior explicit written permission of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditCELLSCRIPT.

Audits. During WEA shall have the right, at WEA’s sole expense, to examine (and/or to appoint representatives to examine) Company’s (and Company’s Affiliates’) books and records in order to: (i) verify the correctness of any invoice prepared and rendered by Company in accordance with Paragraph 7(a); (ii) establish the applicability of the provisions contained in Paragraph 5 of the main body of the Agreement, Paragraphs 12 and/or 15 of this Exhibit, and/or the occurrence of any Termination Event; or (iii) otherwise establish compliance by Company with its obligations under this Agreement; provided, however, that only independent, third-party auditors (i.e., auditors other than WEA’s then-current outside auditor) shall be utilized for the review of Company’s books and records. Independent third-party auditors shall have access to all information necessary to perform their duties, however nothing in any report provided to WEA or its Affiliates by any such independent third-party auditors shall impart to WEA or its Affiliates any competitively-sensitive information about Company, Company’s Affiliates or any third parties for which Company renders any services. If any such audit reveals that WEA and/or WEA’s Affiliates have been overcharged, Company shall reimburse WEA in the amount of the overcharge. If any such audit reveals that WEA has been overcharged by an amount exceeding ** for the audit period, Company shall reimburse WEA in the amount of the overcharge plus all fees paid by WEA to the auditors concerned in connection with such audit and any other actual, documented, out-of-pocket expense incurred by WEA in connection with such audit. Company shall pay interest to WEA on the amount of the overcharge at **. Regardless of the number of audits conducted hereunder revealing the same specific overcharge to WEA, Company shall not be required to repay to WEA the amount of any such overcharge more than once. WEA’s audit right shall survive the expiration or termination of the Term and for a period two (2) years; provided, however, that to the extent WEA or any of five WEA’s Affiliates are required by law or contract to audit, to provide audits or to provide information which cannot be reasonably obtained without an audit for any third party subsequent to two (52) years thereafterafter the expiration or termination of the Term, Celgene then WEA’s audit rights shall permit an independent, certified public accountant be so extended beyond such date as may be reasonably necessary for WEA to comply with such obligations. Company shall retain all books and records related to the performance of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable Services hereunder after the expiration or termination of the Term for so long as WEA may need to Celgene, at reasonable times and upon reasonable noticeperform audits hereunder, but in no case event for more than once per Calendar Yearthree (3) years after the rendition of the invoice with respect to the Services to which such invoice relates; provided, however, that before Company destroys any books or records, Company shall deliver written notice of such intent to examine destroy to WEA not more than sixty (but not copy60) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that 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 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 duedays, and not less than thirty (30) days, before the intended date of destruction. WEA 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 have fifteen (15) days after receipt of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection notice to request copies of the books and records of Celgeneto be destroyed, it is shown that payments under this Agreement were less than the amount in which should have been paid, then Celgene case Company shall make all payments required to be made to eliminate any discrepancy revealed by copies of such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records and deliver the same to WEA (but excluding information related to other customers of CelgeneCompany) at WEA’s expense (but at Company’s expense if such copies are of electronic files). As used herein, it is shown that payments under this Agreement were more than the amount which should have been paid“books and records” shall include, then GlobeImmune shallwithout limitation, at Celgene’s electionphysical data and data stored in any electronic, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days magnetic or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditoptical format.

Audits. During With respect to any facility or site at which MeiraGTx conducts any Research Plan Activities, Xxxxxxx shall have the Term and for a period of five (5) years thereafterright, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed [***] upon reasonable written notice by GlobeImmuneXxxxxxx, and reasonably acceptable during normal business hours, to Celgene, at reasonable times inspect such site and upon reasonable notice, but in no case more than facility of MeiraGTx or to accompany MeiraGTx to inspect any subcontractor site once per Calendar Yearyear and also for cause, to examine verify MeiraGTx’s compliance with Applicable Law in carrying out its obligations under this Agreement, including those relating to cGMP, cGLP, cGCP and good pharmacovigilance practices. In the event that any such facility or site is found to be non-compliant with cGMP, cGLP, cGCP or good pharmacovigilance practices during such an audit, and such non-compliance relates to or impacts any Research Plan Activities hereunder, MeiraGTx shall submit to Xxxxxxx proposed Corrective and Preventative Actions (but not copy“CAPA”) within [***] after Xxxxxxx provides notice of such records non-compliance. Xxxxxxx shall have the right to review and comment on such CAPA, which comments MeiraGTx shall consider in good faith. MeiraGTx shall use Commercially Reasonable Efforts to implement such CAPA [***] after review and comment by Xxxxxxx. Except as may otherwise be necessary provided in a Supply Agreement, if any Regulatory Authority or any other Governmental Authority conducts or gives notice of its intent to conduct any audit or inspection at any offices or facilities (including Research facilities) of MeiraGTx or any applicable permitted subcontractor where such audit or inspection relates to any Research IRD Product, then MeiraGTx will [***] notify Xxxxxxx and, to the extent such audit or inspection relates to a Research IRD Product and to the extent practicable and not prohibited by Applicable Law, secure for Xxxxxxx the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of right to participate in any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one such audit following expiration or termination inspection. Confidential Portions 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, Exhibit marked as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should [***] have been paid, then Celgene shall make all payments required omitted pursuant to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain request for confidential information contained in this document, marked by brackets, is treatment and have been filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedCommission. 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 Confidential Treatment Requested by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the audit.MeiraGTx Holdings plc

Audits. 8.5.1 During the Term term of this agreement, and for a period of five *** (5***) years thereafter, Celgene shall permit upon giving the other Party *** (***) days prior written notice, Pozen (the auditing Party) has the right, no more than once during each Year, to have an independent, independent certified public accountant (“Accountant”) of nationally recognized standing appointed by GlobeImmune, its own selection and reasonably acceptable to Celgene, at reasonable times its own expense audit the relevant books and upon reasonable notice, but records of account of tJ-C (the audited Party) in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying connection with the calculation and reporting of Net Sales and the correctness payment of any payment milestones and royalties to be made under this Agreement for any period within during normal business hours, to determine whether appropriate accounting and payment have been made hereunder provided, however, that such audit shall not cover such records which have been the preceding five (5subject of a previous audit and that the auditor shall report only as to the accuracy of the royalty statements and payments made. Said audit shall take place at the site(s) years; provided that GlobeImmune shall only be entitled to one in which the books and records are maintained unless otherwise mutually agreed upon by the Parties in writing. The Accountant will send a copy of the audit following expiration or termination of this Agreement. Results of any such examination shall be made available report to both Celgene and GlobeImmuneParties. The independent, certified public accountant Either Party shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy have *** (***) days from the amount paid date of receipt of the Accountant’s report to either accept the Accountant’s findings or serve notice on the other Party that it will contest the audit results and resolve such dispute through 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 mechanisms set forth in Article 9herein if it has a good faith dispute regarding the results of the audit. If, as a result of any inspection of the books and records of CelgeneX-X, it is shown that J-C’s payments under this Agreement were less differed more than ***% to the amount which should have been paiddue, then Celgene shall then, in case of underpayment, X-X will make all payments required to be made to eliminate any discrepancy revealed by such said inspection within ninety *** (90***) days. IfIn case of overpayment, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than X-X will deduct the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required of such overpayment from its next royalty payment to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future paymentsPOZEN. GlobeImmune shall POZEN will pay for such audits, except that in if the event that the audited amounts royalty payments made by X-X were underpaid by Celgene by more less than [*] ** percent (***%) of the undisputed amounts that should have been paid during the period in question as per the auditquestion, Celgene shall X-X will pay the reasonable out-of-pocket costs of the audit.

Audits. During 3.7.1 Upon the Term and for a period written request of five (5) years thereafterAngioChem made not more than once in each Calendar Year, Celgene Geron shall permit an independent, independent certified public accountant accounting firm of nationally recognized standing appointed selected by GlobeImmune, AngioChem and reasonably acceptable to CelgeneGeron, at reasonable times and upon reasonable notice, but in no case more than once per Calendar YearAngioChem’s expense, to examine (but not copy) have access during normal business hours to such of the records of Geron and its Affiliates as may be reasonably necessary for to verify the sole purpose accuracy of verifying Geron’s royalty reports, including, without limitation, the calculation of share of Sublicense Revenue, payments from compulsory licensees (if any), Net Sales, Cost of Goods and reporting of Net Average Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one Price set forth therein. Any such audit following expiration or termination of this Agreement. Results of any such examination shall be made available commenced within twenty-four (24) months after the end of the Calendar Year to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only which the amounts that the independent auditor believes royalty report to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount dueaudited pertains, and shall disclose be completed by the delivery of a written report setting forth the audit findings within a reasonable time, but no other information revealed in such audit. Any more than one hundred and all records examined by such twenty (120) days after commencement of the audit unless the independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant accounting firm advises the Parties in writing that it is unable 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 complete the obligations set forth in Article 9. If, audit as a result of Geron’s failure to provide requested information which is in Geron’s possession or delays caused by Geron, and specifically identifies information which has not been made available, or provides examples of delay. The accounting firm shall disclose to AngioChem only whether the royalty reports, including the calculated Net Sales, the calculated Cost of Goods, calculated Average Sales Price and the calculation of share of Sublicense Revenue and payments from compulsory licensees, are correct or incorrect, and the amount of any inspection discrepancy between the amount calculated by Geron and the amount calculated by the accounting firm based upon the audit. A copy of the books accounting firm’s findings shall also be provided to Geron. ____________________ * Certain information on this page has been omitted and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed separately with the Securities and Exchange Commission pursuant Commission. Confidential treatment has been requested with respect to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditomitted portions.

Audits. During Upon the Term and for a period written request of five (5) years thereafterVertex, Celgene with [***] prior written notice to Xxxxxxx, [***], Xxxxxxx shall permit an independent, independent certified public accountant accounting firm of nationally recognized standing appointed selected by GlobeImmune, Vertex and reasonably acceptable to CelgeneXxxxxxx, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year[***], to examine (but not copy) have access during normal business hours to such of the records of Xxxxxxx and its Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any [***]. Those records shall include, without limitation, gross sales of each Product or Product Candidate on a country-by-country basis, as well as all deductions taken from gross sales in that country to arrive at Net Sales in that country. The accounting firm shall disclose to Vertex only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. If such independent accountant’s review of Xxxxxxx’x royalty reports shows an underpayment, Xxxxxxx shall remit or cause its Related Parties to remit to Vertex within [***] after Xxxxxxx’x receipt of such report: (i) the amount of such underpayment plus interest as determined under Section 9.10 below, and (ii) if such underpayment exceeds [***] of the total amount owed for the sole purpose period being audited, the reasonable and necessary fees and expenses of verifying the independent accountant performing the audit. If such underpayment does not exceed [***], the fees and expenses of the independent accountant performing any such audit shall be paid by Vertex. [***] Upon prior written notice to Xxxxxxx as provided above, Vertex shall have a further right, exercisable not more frequently than once [***], to audit Net Sales, deductions taken from gross sales, and royalties earned by Vertex in any country in which a prior audit has shown an understatement of royalties due of at least [***]. Xxxxxxx shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Xxxxxxx, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Vertex’s independent accountant to the same extent required of Xxxxxxx under this Agreement. Portions of this exhibit, indicated by the xxxx “[***],” have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Upon the expiration of [***] the calculation of royalties payable with respect to such year shall be binding and reporting of Net Sales conclusive upon the Parties, and the correctness of Xxxxxxx and its Related Parties shall be released from any payment made liability or accountability with respect to royalties for such Calendar Year. Vertex shall treat all financial Information subject to review under this Agreement for Section 9.7 or under any period within sublicense agreement in accordance with the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination confidentiality and non-use provisions 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 cause its accounting firm to enter into an appropriate written acceptable confidentiality agreement with Xxxxxxx and/or its Related Parties obligating it to be bound by obligations of confidentiality and restrictions on use of retain all such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission confidence pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditconfidentiality agreement.

Audits. During Omnicare shall cause the Term Omnicare Pharmacies to permit Extendicare to audit, at Extendicare's sole cost, at mutually agreed reasonable times and not more frequently than once per year, the records of such Omnicare Pharmacies which indicate the prices charged by them for Pharmacy Services furnished to like Facilities and their residents in the same state as the relevant Extendicare Facilities during the most recently completed calendar year, for reasonably comparable volumes of products and upon reasonably comparable terms and conditions (each a "Pharmacy Audit"). For a period of five thirty (530) years thereafterdays after any termination or expiration of this Agreement, Celgene Extendicare may commence one or more Pharmacy Audits with respect to the prices charged by such Omnicare Pharmacies for Pharmacy Services rendered during the final year of this Agreement, which pharmacy Audits shall permit an independentbe completed within six (6) months of the termination or expiration of this Agreement, certified public accountant of nationally recognized standing appointed by GlobeImmuneand, notwithstanding such termination or expiration, Extendicare and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune its Affiliates shall only be entitled to one audit following expiration or termination of this Agreementreceive any refunds resulting from incorrect pricing, in accordance with the next paragraph. Results In the event that Extendicare believes, as the result of any such examination shall be made available to both Celgene and GlobeImmune. The independentaudit or otherwise, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor relevant Omnicare Pharmacy has charged an Extendicare Facility prices higher than those specified in this Section 4, then Extendicare shall notify Omnicare and the Omnicare Pharmacy of such fact and the parties shall meet and review the information which Extendicare believes indicates the same. If the parties agree that the prices charged exceeded those which are called for by this Section 4, then the Omnicare Pharmacy (i) shall, within thirty (30) days thereafter, correct its pricing for the Extendicare Facilities and their residents, and (ii) shall refund to be due and payable hereunder to GlobeImmune, details concerning Extendicare or any discrepancy from of its Affiliates which paid for such Pharmacy Services the amount paid of any overcharges plus interest at the prevailing LIBOR rate within thirty (30) days after the respective amounts of the overcharges are calculated and agreed upon in writing by the parties (and the amount due, and shall disclose no other information revealed parties agree to cooperate 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 good faith 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 were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit determine such amounts to Celgene against future paymentspromptly). GlobeImmune shall pay for such audits, except that in In the event that the audited amounts parties are unable to agree upon whether there were underpaid by Celgene by any overcharges or the amount(s) of same, either party may submit such dispute to binding arbitration in accordance with Section 8.n. below, and, within thirty (30) days after any arbitration decision determining that overcharges did occur, the Omnicare Pharmacy (i) shall correct its pricing for the Extendicare Facilities and their residents, and (ii) shall refund to Extendicare or any of its Affiliates which paid for such Pharmacy Services the amount of any overcharges plus interest at the prevailing LIBOR rate. In no event shall Omnicare be deemed to be in breach of this Section 4 unless the parties shall have agreed upon the amount of the relevant overcharges or an arbitrator shall have determined the same and, in either such case, the Omnicare Pharmacy shall have failed to take any action specified in clauses (i) or (ii) in this Section 4 (c) within the applicable time period set forth herein. In the event that it is determined, pursuant to the preceding paragraph, that Omnicare pharmacy Affiliates have failed to comply with subsection 4.b. in more than [*] two out of any five consecutive calendar years and that such noncompliance has caused Extendicare Facilities to be charged, in the undisputed amounts that should aggregate, five percent (5%) or more in excess of what they otherwise would have been paid during charged in the period aggregate in question as per more than two out of any five consecutive calendar years had all Omnicare pharmacy Affiliates complied with subsection 4.b., then, in addition to the auditrefunds and corrective actions specified in the previous paragraph, Celgene Omnicare shall pay to Extendicare or any of its overcharged Affiliates an additional three hundred fifty (350) basis points over the reasonable out-of-pocket costs of prevailing LIBOR rate described in the auditpreceding paragraph.

Audits. During the Term and for For a period of five (5) years thereafter[**] next following each Calendar Year, Celgene each Party shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmunekeep, and reasonably acceptable shall cause its Affiliates to Celgenekeep, at reasonable times full, true and upon reasonable noticeaccurate books and records containing all particulars relevant to the calculation of Development Costs, but Profit-or-Loss, and Net Sales (including, with respect to Net Sales, the relevant statements obtained from its permitted sublicensees) in no case sufficient detail to enable the other Party to verify the amounts payable by or to it under this Agreement. Each Party shall have the right, not more than once per during any Calendar YearYear and at its own expense, to examine have the books and records of the other Party and its Affiliates, as applicable, audited by an independent certified public accounting firm that is one of the six (but not copy6) largest, by revenue, accounting firms in the United States and is mutually acceptable [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. CONFIDENTIAL TREATMENT MATERIAL to both Parties. Audits under this Section 7.8 shall be conducted at the principal place of business of the financial personnel with responsibility for preparing and maintaining such records as may be necessary records, during normal business hours, upon at least [**] prior written notice, and for the sole purpose of verifying amounts payable by or to such Party under this Agreement. All information and data reviewed in any audit conducted under this Section 7.8 shall be used only for the calculation and reporting purpose of Net Sales and the correctness of any payment made verifying amounts payable by or to a Party under this Agreement for any period within and shall be treated as Confidential Information of the preceding five (5) years; provided that GlobeImmune shall only be entitled audited Party subject to one audit following expiration or termination the terms of this Agreement. Results of any such examination The auditing Party shall be made available cause its accounting firm to both Celgene enter into a reasonably acceptable confidentiality agreement with the audited Party and GlobeImmuneits Affiliates, as applicable. The independent, certified public accountant accounting firm shall disclose to GlobeImmune the auditing Party only whether the amounts that calculation of Development Costs, Profit-or-Loss or royalties are correct or incorrect and the independent auditor believes to be due and payable hereunder to GlobeImmune, specific details concerning any discrepancy from discrepancies. If the amount paid and audit demonstrates that 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 owed under this Agreement were less than have been understated, the audited Party shall pay the balance to the auditing Party, which shall be paid together with interest in accordance with Section 7.11. Further, if the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any the understatement is greater than [*] = 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. 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during amount owed to the period in question as per auditing Party with respect to the auditaudited period, Celgene then the audited Party shall pay reimburse the auditing Party for the reasonable out-of-pocket costs cost of the audit. If the audit demonstrates that the payments owed under this Agreement have been overstated, the audited Party shall be entitled to credit such amount against payments due to the auditing Party All payments owed by or to a Party under this Section 7.8 shall be made within [**] after the results of the audit are delivered to the Parties.

Audits. During (i) Seller may, and if requested in writing by the Term and for Required Royalty Parties, shall, cause a period of five (5) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that 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 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 inspect or audit the Licensee’s relevant records solely with respect to matters related to the Receivables pursuant and subject to Section 6.5.4 of the License Agreement; provided, however, that the Required Royalty Parties shall not be entitled to request such an inspection or audit more frequently than once in any Third PartyCalendar Year. With respect to any such inspection or audit, Seller shall select such nationally recognized independent certified public accountant as the Required Royalty Parties shall recommend for such purpose (as long as such independent certified public accountant is reasonably acceptable to Seller and Celgene may require such accountant the Licensee). Subject to enter into an appropriate written agreement obligating it to be bound by obligations the last sentence of confidentiality this Section 6.4(b)(i), all of the costs 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 expenses of any such inspection or audit (including the fees and expenses of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by independent certified public accountant selected for such inspection within ninety (90or audit) days. If, as a result of any [*] = Certain confidential information contained in this document, marked that would otherwise be borne by brackets, is filed with the Securities and Exchange Commission Seller pursuant to Rule 406 of the Securities Act of 1933, License Agreement shall instead be borne (as amended. inspection of such costs and expenses are incurred) by the books and records of Celgene, it is shown Royalty Parties in proportion to their respective Percentage Interests 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid applicable during the period being inspected or audited (taking into account any variation in question such respective Percentage Interests over different time periods, if applicable), and Purchaser shall promptly upon request reimburse Seller for Purchaser’s respective Percentage Interest of such costs and expenses. Notwithstanding the foregoing, any inspection or audit initiated at the request of the Required Royalty Parties as per described in this Section 6.4(b)(i) shall include such additional matters unrelated to the Receivables but otherwise related to the License Agreement as reasonably requested by Seller and subject to the terms of Section 6.5.4 of the License Agreement (such inspection or audit, Celgene a “Seller Participated Audit”); provided that the costs and expenses of a Seller Participated Audit that would otherwise be borne by Seller pursuant to the License Agreement shall pay instead be borne (as such costs and expenses are incurred) 50% by Seller and 50% by the reasonable outNon-ofSeller Royalty Parties in proportion to their respective Non-pocket Seller Percentage Interests that were applicable during the period being inspected or audited (taking into account any variation in such respective Non-Seller Percentage Interests over different time periods, if applicable), and Purchaser shall promptly upon request reimburse Seller for Purchaser’s respective Non-Seller Percentage Interest of such costs of the auditand expenses.

Audits. During Novan shall have the right, no more than [***] during each calendar year during the Term of this Agreement and for a period of five (5) years thereafter[***] after its termination, Celgene shall permit to have an independent, independent certified public accountant (“Accountant”) of nationally recognized standing appointed by GlobeImmuneits own selection (subject to Sato’s acceptance of such Accountant, such acceptance not to be unreasonably withheld, delayed or conditioned) and reasonably acceptable to Celgeneat its own expense audit the relevant books and records of account of Sato in connection with the payment of royalties and any other amounts under this Agreement during normal business hours, at reasonable times and upon reasonable prior notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation determine whether appropriate accounting has been performed and reporting of Net Sales and the correctness of any payment payments have been made under this Agreement for any period within the preceding five (5) yearsto Novan hereunder; provided that GlobeImmune such Accountant shall only be entitled bound to one treat all information reviewed during such audit following expiration or termination as confidential, and does not disclose to Novan any information other than information which shall have previously been given to Novan pursuant to any provision of this Agreement. Results of any such examination shall be made available Agreement or information regarding the payments due 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 or 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, Novan as a result of any inspection of such audit. Notwithstanding the books and records of Celgeneforegoing, it is shown such Accountant may support its audit conclusions with underlying Sato Confidential Information if challenged by Sato, provided that payments under this Agreement were less than the amount which should have been paid, then Celgene all such disclosures shall make all payments required to be made to eliminate any discrepancy revealed maintained as confidential by such inspection within ninety (90) daysAccountant and Novan with respect to Third Parties, except that Novan may disclose such Sato Confidential Information to UNC as part of Novan’s reporting obligations under the UNC License Agreement. If, as a result of any [***] = Certain confidential information contained in this document, marked by brackets, is document has been omitted and filed separately with the Securities and Exchange Commission pursuant Commission. Confidential treatment has been requested with respect to Rule 406 the omitted portions. If the Accountant determines that the Sales Report has not been true or accurate, then Sato shall refund Novan for the costs of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by Accountant if Sato has underpaid such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene royalties by more than [*] **], and the royalties shall be re-calculated on the basis of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene Accountant’s findings. Such Accountant’s findings shall pay the reasonable out-of-pocket costs of the auditbe binding for both Parties absent manifest error.

Audits. During (a) Upon the Term written request of the Holder Representative or the Majority Holders, as the case may be (the “Requesting Party”), provided to Parent within 120 days following the date on which Parent delivers a Covered Revenues Statement with respect to a Covered Revenues Measuring Period ending upon the last day of any Threshold Measuring Period pursuant to Section 4.4(b) (the “Review Request Period”), Parent shall permit, and for a period of five (5) years thereaftershall cause its Subsidiaries to permit, Celgene shall permit an independent, independent certified public accountant accounting firm of nationally recognized standing appointed selected by GlobeImmunethe Requesting Party and Parent (failing agreement on which each shall designate an independent public accounting firm of its own selection, and reasonably acceptable which firms shall in turn appoint an independent public accounting firm for such purpose) (the “Independent Accountant”) to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, have access during normal business hours to examine (but not copy) such of the records of Parent as may be reasonably necessary for to verify the sole purpose accuracy of verifying any Covered Revenues Statements delivered with respect to the calculation and reporting of Net Sales Threshold Measuring Period most recently ended and the correctness of any payment made under this Agreement figures underlying the calculations set forth therein for any period within such Threshold Measuring Period, and subject to customary confidentiality provisions (it being understood that such review shall not include any matter addressed in Section 6.5(b) below). Parent shall pay, or cause to be paid, the preceding five (5) yearsfees charged by the Independent Accountant; provided provided, that, in the event that GlobeImmune 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 only pay, or cause to be entitled paid, the fees charged by such Independent Accountant, which amount Parent may deduct from any future Covered Revenues Payments payable to one audit following expiration or termination of Holders pursuant to this CVR Agreement. Results of any such examination The Independent Accountant, acting as an expert and not as an arbitrator, shall be made 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 both Celgene Parent and GlobeImmunesubject to customary confidentiality provisions. The independent, certified public accountant Independent Accountant shall disclose to GlobeImmune only the Requesting Party the amounts that the independent auditor Independent Accountant believes to be due and payable hereunder to GlobeImmune, by Parent and details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and The Independent Accountant shall provide Parent with a copy of 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 were less than the amount which should have been paid, then Celgene shall make all payments required to be disclosures made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditRequesting Party.

Audits. During 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 Default has occurred and is continuing, in which case, not more than one (1) Business Day's notice shall be required) during regular business hours, permit the Term Buyer, the Administrative Agent or any of their agents or representatives: (A) to examine 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 a period the purpose of five examining such Records, Contracts and Invoices and to discuss matters relating to Receivables or such Seller's performance hereunder with any of the officers or employees of such Seller having knowledge of such matters; and (5ii) years thereafterwithout limiting the provisions of clause (i) above, Celgene shall from time to time, at the expense of such Seller, permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably accountants or auditors acceptable to Celgenethe Administrative Agent to conduct a review of such Seller's Contracts, at reasonable times Invoices and upon reasonable noticeRecords (each, but in a "REVIEW"); PROVIDED, HOWEVER, that, so long as no case more than once per Calendar YearEvent of Default has occurred and is continuing, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune Seller shall only be entitled to responsible for the costs and expenses of one audit following expiration or termination of (1) such Review under this Agreement. Results of Section in any one calendar year unless (1) the first such examination Review in such calendar year resulted in negative findings (in which case such Seller shall be made available responsible for the costs and expenses of two (2) such Reviews in such calendar year), or (2) the Buyer delivers an Extension Request under the Credit and Security Agreement and the applicable Response Date is more than 3 calendar months after the first Review in such calendar year. Notwithstanding the foregoing, if (1) such Seller requests the approval of a new Eligible Originator who is a Material Proposed Addition or (2) any 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 both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes occur or such Material Acquisition is expected to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from consummated if such additional Review is requested by the amount paid and Buyer or 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 were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditAdministrative Agent.

Audits. During Upon the Term and for a period written request of five (5) years thereafterLexicon, Celgene Schering-Plough shall permit an independent, independent certified public accountant of nationally recognized standing appointed selected by GlobeImmune, Lexicon and reasonably acceptable to CelgeneSchering-Plough, which acceptance shall not be unreasonably withheld, to have access, at reasonable times and upon reasonable noticeduring normal business hours, but in no case more than once per Calendar Yearand under obligations of strict confidence under a secrecy agreement with Schering-Plough, to examine (but not copy) such records of Schering-Plough as may be reasonably necessary for to verify the sole purpose accuracy of verifying the calculation and reporting of Net Sales and the correctness reports described herein, in respect of any payment made under this Agreement for any period fiscal year ending not more than [**] prior to the date of such request. Each party shall use commercially reasonable efforts to schedule all such verifications within the preceding five (5) years; provided that GlobeImmune [**] after Lexicon makes its written request. All such verifications shall only be entitled to one audit following expiration or termination conducted not more than [**]. The report of this Agreement. Results of any such examination Lexicon’s independent certified public accountant shall be made available to both Celgene and GlobeImmuneparties. Subject to Schering-Plough’s rights under Section 16.7, in the event Lexicon’s independent certified public accountant concludes that additional amounts were owed to Lexicon for such period, the additional amounts shall be paid by Schering-Plough within [**] of the date Lexicon delivers to Schering-Plough such independent certified public accountant’s written report so concluding, unless such report contains demonstrable error. In the event Lexicon’s independent certified public accountant concludes that there was an overpayment to Lexicon during such period, the overpayment shall be repaid by Lexicon within [**] of the date Lexicon received such independent certified public accountant’s written report so concluding, unless such report contains demonstrable error. The independent, fees charged by such 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 paid by Lexicon unless such audit discloses an underpayment of more than [**] of the amount paid and due under this Agreement for the amount dueperiod in question, and shall disclose no other information revealed in which case Schering-Plough will bear the full cost of such audit. Any Lexicon agrees that all information subject to review under this Section 10.4.4 or under any agreement with a (sub)licensee of Schering-Plough is confidential and all records examined by such that Lexicon shall cause its independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Partyretain all such information in confidence. Lexicon’s independent certified public accountant shall only report to Lexicon as to the computation of gross sales, Net Sales and royalties payable under this Agreement, and Celgene may require such accountant shall not disclose to enter into an appropriate written agreement obligating it to be bound by obligations Lexicon any other information of confidentiality and restrictions on use Schering-Plough or any of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety its (90) days. If, as a result of any [*] = 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. 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditsub)licensees.

Audits. During Licensee shall maintain, and shall cause its Sublicensees to maintain, complete and accurate books and records relating solely to Net Sales of the Term Licensed Product and any amounts payable to Licensor under this Agreement, which records shall contain sufficient information to permit Licensor to confirm the accuracy of any reports delivered to Licensor hereunder. The relevant party shall retain such records for a period at least eighteen (18) months following the end of five (5) years thereafterthe calendar year to which they pertain, Celgene during which time Licensor, or Licensor’s appointed agents, shall permit have the right, at Licensor’s expense, through an independent, independent certified public accountant of nationally recognized standing appointed selected by GlobeImmuneLicensor (“Licensor’s CPA”), to inspect, copy, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) audit such records during normal business hours to verify any reports and payments made. Licensor shall have the right to inspect Licensee’s books and records as may be necessary for needed in Licensor’s reasonable discretion. In the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of event that any payment made audit performed under this Agreement for Section 3.8 reveals [***], Licensee shall bear the full cost of such audit and shall remit any period amounts due to Licensor within sixty (60) days of receiving notice thereof from Licensor. In the preceding five event that any audit performed under this Section 3.8 reveals an [***], Licensor shall return the [***] to Licensee within sixty (560) years; provided that GlobeImmune days of receiving the audit report or credit Licensee in an amount of [***]. If Licensee disputes the findings of the Licensor’s CPA, then within thirty (30) days after receipt by Licensee of Licensor’s CPA’s report, Licensee 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 Celgene and GlobeImmune. The independent, designate an independent certified public accountant shall disclose (“Licensee’s CPA”) to GlobeImmune only work with the amounts that Licensor’s CPA in a commercially reasonable manner in an attempt to resolve the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from disputed findings. If the amount paid Licensor’s CPA and the amount dueLicensee’s CPA are unable to resolve the differences, the Licensor’s CPA and the Licensee’s CPA will agree upon an independent third-party CPA (The “Independent Third-Party CPA”) and the Independent Third-Party CPA shall review and inspect the identical books, records, and shall disclose no other information revealed in such auditdocuments reviewed by the Licensor’s CPA and the Licensee’s CPA and issue an independent report pertaining thereto (the “Independent Third-Party Report”). Any and all records examined by such independent accountant The Independent Third-Party Report shall be deemed Celgene’s Confidential Information which may not be disclosed by said independentbinding upon both parties. If the Independent Third-Party Report reflects an [***] then being reviewed, certified public accountant to any Third Party, the reasonable and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality necessary fees 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 expenses of the books Licensor’s CPA and records of Celgenethe Independent Third-Party’s CPA shall be paid by the Licensee. Otherwise, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities fees and Exchange Commission pursuant to Rule 406 expenses of the Securities Act of 1933, as amended. inspection of Licensee’s CPA and the books and records of Celgene, it is shown that payments under this Agreement were more than Independent Third-Party CPA shall be paid by 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditLicensor.

Audits. During the Term and for a period of five Upon sixty (560) years thereafterdays prior written request by Palomar or MGH, Celgene Lumenis shall permit an independenta certified, certified independent public accountant of nationally recognized standing appointed selected by GlobeImmunePalomar or MGH, with which neither Palomar nor MGH in the preceding one (1) year has had any business, financial or auditing relationship, other than auditing Lumenis or other Palomar licensees, and reasonably acceptable to CelgeneLumenis (“Independent Public Accountant”) to have access during normal business hours, at reasonable times Lumenis’ premises, to such of the records of Lumenis, its Affiliates and upon reasonable notice, but in no case Paying Sublicensees as may be reasonably necessary to verify the accuracy of the royalty reports hereunder. Palomar may make such requests not more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness in respect of any payment made under this Agreement calendar year ending after December 31, 2003 and such request may not include any periods outside of the period of time that the appropriate records are required to be kept hereunder in accordance with Section 4.8, and in any case not for any period within periods prior to December 31, 2003. In the preceding five (5) years; provided event such accountant concludes that GlobeImmune shall only be entitled to one audit following expiration additional royalties are owed or termination of this Agreement. Results of any royalties were overpaid during such examination period, the additional royalty or overpaid amount shall be made available paid or reimbursed, respectively, within thirty (30) days of the date Palomar delivers to both Celgene and GlobeImmuneLumenis such accountant’s written report so concluding, together with interest calculated in the manner provided by Section 4.10. 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 fees charged by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed paid 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 Palomar or MGH unless the audit discloses that the royalties payable by obligations of confidentiality and restrictions on use of such Confidential Information that Lumenis for the audited period are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety at least fifty thousand dollars (90US$50,000) days. If, as a result of any [*] = 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. 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay royalties actually paid for such auditsperiod, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene which case Lumenis shall pay the reasonable out-fees and expenses charged by such accountant. Palomar agrees that all information subject to review under this Section 4.9 is confidential, that it shall cause its accountant to retain all such information in confidence, and that it shall not provide such information to MGH unless MGH agrees to retain all such information in confidence. The Independent Public Accountant shall not disclose to Palomar or MGH any information reviewed or analyzed by it, other than in the event such Independent Public Accountant concludes that additional royalties are owed or royalties were overpaid. Any report provided by such Independent Public Accountant to Palomar shall be regarded as Lumenis’ confidential information and Palomar hereby covenants and agrees that Palomar may not use any information in such report for any purpose other than determining whether Lumenis has complied with its obligations under, and enforcing the terms of-pocket costs , this Agreement. Palomar further agrees that, until such time as such information is no longer confidential through no fault of Palomar, it will maintain the auditreport and any information included therein in confidence and treat it in a manner at least as restrictive as the manner in which Palomar treats its own confidential information of similar nature and in any event not less that with a prudent and reasonable degree of care.

Audits. During Upon Turn’s reasonable request, but not more frequently than once in each Calendar Year during the Term and for a period of five (5) years thereafterexcept as required by law or regulators), Celgene MIMEDX shall permit an independent, independent certified public accountant of nationally recognized standing appointed selected by GlobeImmuneTurn, and reasonably acceptable to CelgeneMIMEDX in good faith, at reasonable times and upon reasonable notice, but operating under a confidentiality agreement acceptable to MIMEDX in no case more than once per Calendar Yearits sole discretion, to examine (but not copy) have access during normal business hours to such records as may be necessary of MIMEDX and its Affiliates at MIMEDX’s principal place of business for the sole purpose of verifying and to the calculation and reporting extent necessary to verify the accuracy of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; reports provided that GlobeImmune shall only be entitled by MIMEDX pursuant to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmuneSection 3.1.b. The independent, certified independent public accountant shall disclose to GlobeImmune Turn only (a) the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid accuracy of Net Sales reported and the amount duebasis for royalty payments made to Turn under this Agreement and (b) the difference, if any, by which such reported 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, paid amounts vary from amounts determined as a result of the audit and the details concerning such difference. Except as required by applicable law, no other information shall be provided to Turn. No record may be audited more than once and audits may not be conducted for any inspection calendar year ending more than three (3) years prior to the date of such request. If such accounting firm identifies in its written report a discrepancy made during any period, MIMEDX shall pay to Turn any underpayment discovered by such audit within thirty (30) days after the accountant’s report. If the audit reveals an overpayment by MIMEDX, then MIMEDX may take a credit for such overpayment against any future payments due to Turn. If the audit reveals either an overpayment or accurate payments by MIMEDX, then Turn’s next opportunity to audit MIMEDX’s royalty payments shall be delayed (i.e., skip) a year. If Turn opts not to conduct an audit during any Calendar Year, or if due to a prior audit Turn’s loses the right to conduct an audit during a Calendar Year, Turn does not lose the right to audit any royalty payments not previously audited by Turn. The written report from any audit shall identify the royalty payments being audited and shall be binding upon the Parties. The fees charged by such accounting firm shall be paid by Turn, unless the audit discovers an underpayment by MIMEDX of ten percent (10%) or more of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such total amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that due hereunder in the event that the audited amounts were underpaid period, in which case such fees shall be paid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditMIMEDX.

Audits. During the Term and for a period of five (5) years thereafterUpon Xxxxxx’x written approval, Celgene which approval shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that 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 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 independentunreasonably withheld, certified public accountant to any Third PartyInterMune, 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 shall have the obligations set forth in Article 9. Ifright, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this documentprior written notice to Abbott, marked by bracketsto conduct during normal business hours a quality assurance audit and inspection of Xxxxxx’x records and Bulk Drug Substance facilities relating to the manufacture of Bulk Drug Substance, is filed with the Securities and Exchange Commission pursuant to Rule 406 perform follow-up audits as reasonably necessary. Such audits and inspections may be conducted [*] prior to Bulk Drug Substance production of the Securities Act first commercial Bulk Drug Substance order placed by InterMune and thereafter [*] each calendar year. The duration of 1933, as amended. inspection of the books such audits shall not exceed [*] and records of Celgene, it is shown that payments under this Agreement were such audits shall be performed by no 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 inspection within ninety (90) days unless InterMune reasonably believes that a longer audit or credit such amounts to Celgene against future payments. GlobeImmune shall pay additional personnel are necessary and provides its reasons for such auditsbelief to Abbott in writing. If InterMune wishes to perform audits more often than [*] per year or over a period in excess of [*], except that InterMune shall [*]. Notwithstanding the foregoing, in the event that the audited amounts were underpaid by Celgene by InterMune requires an audit due to quality issues that arise during any Contract Year, InterMune shall be entitled to [*]. If more than [*] of the undisputed amounts that should have been paid during the period in question as per perform the audit, Celgene InterMune shall pay [*]. Visits by InterMune to Xxxxxx’x Bulk Drug Substance facilities may involve the reasonable outtransfer of Confidential Information, and any such Confidential Information shall be subject to the terms of Article 11 hereof. The results of such audits and inspections shall be considered Confidential Information under Article 11 and shall not be disclosed to third persons, including but not limited to the FDA and any other Regulatory Authority, unless required by law and upon prior written notice to Abbott. If InterMune utilizes auditors that [*] each of such auditors shall execute a non-of-pocket costs disclosure agreement with confidentiality terms at least as stringent as those set forth herein. Abbott shall be responsible for inspections of its North Chicago manufacturing facility by FDA or an equivalent Regulatory Authority and shall notify InterMune if such inspections are [*] to the manufacture of InterMune’s Bulk Drug Substance. InterMune may be present for any such audit.

Audits. During Commencing with the First Commercial Sale of a Collaboration Product, during the Term and for a period of five (5) years [***] thereafter, Celgene [***] ONO shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmuneFATE, and reasonably acceptable to CelgeneONO, at reasonable times and during the business hours of ONO upon reasonable notice, but in no case more than once per Calendar Year, [***] to examine (but not copy) such records which ONO is obligated to retain pursuant to Section 6.7 (Records Retention) as may be necessary for the sole purpose of verifying the calculation and reporting of Annual Net Sales and the correctness of any royalty payment and sales milestone payment made under this Agreement for any period within Agreement. FATE shall cause such an independent, certified public accountant to enter into an appropriate confidentiality and non-use agreement with ONO setting forth the preceding five customary terms and conditions of such agreement and provisions relating to subsections (5a) years; provided that GlobeImmune shall only be entitled to one audit and (b) as well as the following expiration or termination of this Agreementsentences below. Results of any such examination shall be made available to both Celgene ONO and GlobeImmuneFATE. The independent, certified public accountant shall disclose to GlobeImmune (a) FATE only the royalty amounts that which the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount dueFATE, and shall disclose no other information revealed in such audit, and (b) ONO such amount and grounds for the discrepancy from the amount paid and the amount due specifying the records that such discrepancy occurs as an evidence. Any and all records examined by such independent accountant shall be deemed CelgeneONO’s Confidential Information and trade secret which may not be disclosed by said independent, certified public accountant to FATE or any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it Party except the information permitted 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 9disclosed to FATE pursuant to subsection (a) above. If, as a result of any inspection of the books and records of CelgeneONO, it is shown that ONO’s payments under this Agreement were less than the amount which should * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission. have been paid, then Celgene ONO shall make all payments required to be made to eliminate any discrepancy revealed by such said inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document**]. If the audit reveals any overpayment, marked the amount overpaid by bracketsONO [***]. For clarity, is filed with FATE shall have no rights to audit the Securities and Exchange Commission records to which ONO’s obligation to retain pursuant to Rule 406 Section 6.7 (Records Retention) has expired, or that have once been audited pursuant to this Section 6.8. The royalty payment of ONO on the Securities Act of 1933, as amended. inspection of the books and Annual Net Sales based on such records of Celgene, it is shown that payments for which FATE’s audit rights have expired under this Agreement were more than the amount which should have been paidshall be fixed, then GlobeImmune shall, at Celgene’s election, either make all payments required and in no event shall a claim by FATE relating to such royalty payment be made to eliminate disputable and deemed a Dispute or any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditother dispute under this Agreement.

Audits. During Commencing with the First Commercial Sale of a Collaboration Product, during the Term and for a period of five (5) years [***] thereafter, Celgene [***] ONO shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmuneFATE, and reasonably acceptable to CelgeneONO, at reasonable times and during the business hours of ONO upon reasonable notice, but in no case more than once per Calendar Year, [***] to examine (but not copy) such records which ONO is obligated to retain pursuant to Section 6.7 (Records Retention) as may be necessary for the sole purpose of verifying the calculation and reporting of Annual Net Sales and the correctness of any royalty payment and sales milestone payment made under this Agreement for any period within Agreement. FATE shall cause such an independent, certified public accountant to enter into an appropriate confidentiality and non-use agreement with ONO setting forth the preceding five customary terms and conditions of such agreement and provisions relating to subsections (5a) years; provided that GlobeImmune shall only be entitled to one audit and (b) as well as the following expiration or termination of this Agreementsentences below. Results of any such examination shall be made available to both Celgene ONO and GlobeImmuneFATE. The independent, certified public accountant shall disclose to GlobeImmune (a) FATE only the royalty amounts that which the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount dueFATE, and shall disclose no other information revealed in such audit, and (b) ONO such amount and grounds for the discrepancy from the amount paid and the amount due specifying the records that such discrepancy occurs as an evidence. Any and all records examined by such independent accountant shall be deemed Celgene’s ONO's Confidential Information and trade secret which may not be disclosed by said independent, certified public accountant to FATE or any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it Party except the information permitted 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 9disclosed to FATE pursuant to subsection (a) above. If, as a result of any inspection of the books and records of CelgeneONO, it is shown that ONO's payments under this Agreement were less than the amount which should have been paid, then Celgene ONO shall make all payments required to be made to eliminate any discrepancy revealed * Confidential Information, indicated by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in **], has been omitted from this document, marked by brackets, is filing and filed separately with the Securities and Exchange Commission Commission. 49 discrepancy revealed by said inspection [***]. If the audit reveals any overpayment, the amount overpaid by ONO [***]. For clarity, FATE shall have no rights to audit the records to which ONO's obligation to retain pursuant to Rule 406 Section 6.7 (Records Retention) has expired, or that have once been audited pursuant to this Section 6.8. The royalty payment of ONO on the Securities Act of 1933, as amended. inspection of the books and Annual Net Sales based on such records of Celgene, it is shown that payments for which FATE's audit rights have expired under this Agreement were more than the amount which should have been paidshall be fixed, then GlobeImmune shall, at Celgene’s election, either make all payments required and in no event shall a claim by FATE relating to such royalty payment be made to eliminate disputable and deemed a Dispute or any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditother dispute under this Agreement.

Audits. During (a) Each Party shall have the right (but not the obligation) to engage an independent auditor to conduct (and such Party shall be permitted to cause such independent auditor to so conduct), at such Party’s sole cost and expense, audits (each, an “External Audit”) of the other Party to confirm: the accuracy of the Quarterly Statements, Annual Statements and any financial, operating and market data used to determine the Aggregate Quarterly Fees. The Party causing the External Audit to be conducted is referred to herein as the “Requesting Party,” and the Party that that is the subject of the External Audit is referred to herein as the “Audited Party.” The scope of the External Audit referred to in the preceding sentence shall be set forth in an auditor’s review instruction letter that the Requesting Party shall provide to the auditor performing such External Audit (such auditor, the “External Auditor”). Any External Audit conducted pursuant to this Section 8.2 shall be conducted by an independent, external, internationally-recognized firm as mutually agreed upon by the Parties with appropriate qualifications and experience in conducting audits of this nature. Before beginning an External Audit, the External Auditor shall execute a confidentiality agreement with the Audited Party, the terms of which shall not frustrate or impede the purpose of the External Audit or the disclosure of the results thereof to the Requesting Party; provided, that if the External Auditor has executed a confidentiality agreement in accordance with this Section 8.2(a) during the Term and for such confidentiality agreement remains in full force and effect, the External Auditor shall not be required to reexecute a period second confidentiality agreement. The External Auditor shall create a detailed written report of five (5) years thereafter, Celgene shall permit an independent, certified public accountant the results and findings of nationally recognized standing appointed by GlobeImmuneeach External Audit, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for simultaneously provide copies of the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available report to both Celgene eBay and GlobeImmune. The independentPayPal; provided, certified public accountant that such report shall disclose not contain any Highly Sensitive Information that, if disclosed to GlobeImmune only the amounts that Requesting Party, would cause the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount dueAudited Party competitive harm, and shall not disclose no other any 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 the extent disclosure of such Confidential Information that are no less restrictive than information to the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditRequesting Party would violate applicable Law.

Audits. SIGA may have an independent top four certified public accountant, reasonably acceptable to MMT (“SIGA’s Auditor”), have access during normal business hours, and upon [***] Business Days’ prior written notice, to examine only those records of MMT (and its Affiliates and sublicensees) as may be reasonably necessary to determine, with respect to any Calendar Year ending not more than [***] before SIGA’s request, the correctness or completeness of any report or payment made under this Agreement; provided, however, MMT shall not be required to provide, and neither SIGA nor SIGA’s Auditor shall be entitled to review, the tax returns or tax records of MMT or those of its Affiliates and sublicensees. The foregoing right of review may be exercised only once per year and only once with respect to each periodic report and payment delivered in accordance with Section 6.2. Reports of the results of any such examination (each an “Audit Report”) will be (a) limited to details of any discrepancies in MMT’s records relating to the Product together with an explanation of the discrepancy and the circumstances giving rise to the discrepancy (b) made available to both Parties and (c) subject to ARTICLE 10. An Audit Report shall become final and binding on the Parties thirty (30) days following MMT’s receipt thereof, unless MMT delivers written notice of its agreement thereto (in which case such Audit Report shall become final and binding on the date of delivery of such notice of agreement) or written notice of its disagreement thereto (“Notice of Disagreement”) to SIGA in either case on or prior to such date. If a timely Notice of Disagreement is delivered by MMT to SIGA, then the Audit Report shall become final and binding on the Parties on the earlier of (i) the date MMT and SIGA resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement, and (ii) the date all matters in dispute are finally resolved in writing by the Independent Auditor. During the Term thirty (30) days following delivery of a Notice of Disagreement, MMT, SIGA and for a period SIGA’s Auditor shall seek to resolve in writing any differences which they may have with respect to the matters specified in the Notice of five Disagreement. At the end of such thirty (530) years thereafterday period, Celgene if no resolution has been reached, MMT and SIGA shall permit submit such dispute to an independent, independent top four certified public accountant of nationally recognized standing appointed by GlobeImmune, other than SIGA’s Auditor and reasonably acceptable to Celgeneboth Parties (the “Independent Auditor”) for resolution of all matters which remain in dispute which were included in the Notice of Disagreement, at reasonable times and upon reasonable notice, but the Independent Auditor shall make a final determination with respect thereto (with it being understood that the Parties will request that the Independent Auditor deliver to the Parties its resolution in no case writing not more than once per 30 days after its engagement). The Independent Auditor shall make a determination only with respect to the matters still in dispute and, with respect to each such matter, its determination shall be within the range of the dispute among MMT, SIGA and SIGA’s Auditor. If an Audit Report as finally determined pursuant to this Section 6.5 (a “Final Audit Report”) concludes that (i) additional amounts were owed by MMT, MMT will pay the additional amounts, or (ii) excess payments were made by MMT, SIGA will reimburse such excess payments, in either case ((i) or (ii)), within thirty (30) Business Days after the date on which an Audit Report is deemed a Final Audit Report. SIGA will bear the full cost of the performance of any such audit, including the fees of SIGA’s Auditor and the Independent Auditor, unless a Final Audit Report, which covers the entire Calendar Year, discloses a variance to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that 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 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 detriment of the books and records auditing Party of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [***] from the amount of the undisputed amounts that should have been paid during original report, royalty or payment calculation, in which case MMT will bear the period in question as per full cost of the performance of such audit. The results of such audit, Celgene shall pay including any determination made by the reasonable out-of-pocket costs of the auditIndependent Auditor, will be final, absent manifest error.

Audits. During the Term and for a period of five three (53) years thereafter, Celgene DSP shall keep (and shall cause its Affiliates and sublicensees to keep) complete and accurate records pertaining to the sale or other disposition of Products in the Field in the Territory and calculations of Net Sales and payments required under this Agreement in sufficient detail to permit Intercept to confirm the accuracy of all payments due to it hereunder. Notwithstanding the foregoing, should applicable Law in the Territory require DSP to retain records of the nature described in the preceding sentence for a period longer than that set forth in the preceding sentence, DSP shall retain such records for the longer period; provided that Intercept shall advise of any applicable record-keeping requirements imposed by laws outside the Territory. Intercept shall have the right to cause an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to CelgeneDSP to audit such records to confirm Net Sales, at reasonable times royalty, milestone and upon reasonable notice, other payments for a period covering up to but in no case not more than once per Calendar Year, the preceding twelve (12) calendar quarters; provided that any such accountant shall have previously entered into a confidentiality agreement reasonably satisfactory to examine (but not copy) DSP limiting its disclosure of such records information to authorized representatives of the Parties or as may required under applicable Laws. Any such inspection shall be necessary for the sole purpose of verifying the calculation and reporting of payments on Net Sales of the Products in the Field in the Territory by DSP, and its Affiliates or sublicensees and milestone, royalty and other payments paid by DSP under this Agreement. The accountant shall only disclose to Intercept the findings of the audit and the correctness of specific details concerning any payment made under this Agreement for any period within the preceding five (5) yearsdiscrepancies. No other information shall be provided to Intercept. Such audit rights may be exercised during normal business hours upon reasonable prior written notice to DSP; provided that GlobeImmune shall only such audit right may be entitled to one audit following expiration or termination of this Agreementexercised no more than once in any twelve (12) -month period. Results of any such examination Prompt adjustments shall be made available by the Parties to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only reflect 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 results of such audit. Any and all records examined by such independent accountant Intercept 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 bear the full cost of such Confidential Information that are no less restrictive audit unless such audit discloses an underpayment by DSP of more than the obligations set forth in Article 9. If, as a result of any inspection [***] percent ([***]%) of the books and records amount of Celgene, it is shown that royalties or other payments due under this Agreement Agreement, in which case, DSP shall bear the full cost of such audit. Portions of this Exhibit, indicated by the maxx “[***],” were less than the amount which should omitted and have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed separately with the Securities and Exchange Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the audit.

Audits. During Upon the Term written request of Vertex and for a period of five (5) years thereafternot more than once in each Calendar Year, Celgene Merck shall permit an independent, independent certified public accountant accounting firm of nationally recognized standing appointed selected by GlobeImmune, Vertex and reasonably * Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. acceptable to CelgeneMerck, at reasonable times and upon reasonable noticeVertex’s expense, but in no case to have access during normal business hours to such of the records of Merck as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any year ending not more than once per [***] prior to the date of such request. The accounting firm shall disclose to Vertex only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Vertex. If such accounting firm correctly identifies a discrepancy made during such period, the appropriate Party shall pay the other Party the amount of the discrepancy within [***] of the date Vertex delivers to Merck such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by Vertex. 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 Vertex’s independent accountant to the same extent required of Merck under this Agreement. Upon the expiration of [***] following the end of any Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation of royalties payable with respect to such year shall be binding and reporting of Net Sales conclusive upon Vertex, and the correctness of Merck and its Related Parties shall be released from any payment made liability or accountability with respect to royalties for such Calendar Year. Vertex shall treat all financial information subject to review under this Agreement for Section 5.19 or under any period within sublicense agreement in accordance with the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination confidentiality and non-use provisions 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 cause its accounting firm to enter into an appropriate written acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to be bound by obligations of confidentiality and restrictions on use of retain all such Confidential Information that are no less restrictive than the obligations set forth information in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission confidence pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditconfidentiality agreement.

Audits. During the Term and for a period of five (5) years thereafter, Celgene shall permit Each Party may have an independent, independent regional or national certified public accountant of nationally recognized standing appointed by GlobeImmuneaccounting firm, and reasonably acceptable to Celgenethe audited Party, at reasonable times have access during normal business hours, and upon reasonable prior written notice, but in no case more than once per Calendar Year, to examine only those records of the audited Party (but not copyand its Affiliates and sublicensees) such records as may be reasonably necessary for the sole purpose of verifying the calculation and reporting of Net Sales and to determine, with respect to any Calendar Year ending not more than three (3) years before such Party’s request, the correctness or completeness of any report or payment made under this Agreement for any period within Agreement; provided, however, the preceding five (5) years; provided that GlobeImmune audited Party shall only not be required to provide, and neither the auditing Party nor the independent certified public accountant engaged by the auditing Party shall be entitled to one audit following expiration review, the tax returns or termination tax records of this Agreementthe audited Party or those of its Affiliates and sublicensees. Results The foregoing right of review may be exercised only once per year and only once with respect to each such periodic report and payment. Reports of the results of any such examination shall will be (a) limited to details of any discrepancies in the audited Party’s records relating to Product together with an explanation of the discrepancy and the circumstances giving rise to the discrepancy (b) made available to both Celgene Parties and GlobeImmune(c) subject to Article 12. If the audit report concludes that (i) additional amounts were owed by the audited Party, the audited Party will pay the additional amounts, with interest from the date originally due as provided in Section 8.6 or (ii) excess payments were made by the audited Party, the auditing Party will reimburse such excess payments, without interest, in either case ((i) or (ii)), within thirty (30) days after the date on which such audit report is delivered to both Parties. The independentParty requesting the audit will bear the full cost of the performance of any such audit, certified public accountant shall disclose unless such audit, which covers the entire Calendar Year, discloses a variance to GlobeImmune only the amounts that detriment of the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy auditing Party of more than [*] 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 Celgeneoriginal report, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any royalty or payment [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is filed with both (i) not material and (ii) would be competitively harmful if publicly disclosed. calculation, in which case the Securities and Exchange Commission pursuant to Rule 406 audited Party will bear the full cost of the Securities Act performance of 1933such audit. The results of such audit will be final, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditabsent manifest error.

Audits. During the Term and for a period of five (5) years thereafter, Celgene The SUPPLIER shall permit an independentthe CUSTOMER to ascertain from his audits whether his Quality Assurance procedures meet the requirements of the CUSTOMER. An audit shall be announced in a timely manner. The CUSTOMER shall inform the SUPPLIER in writing of the result of this audit. Where in the opinion of the CUSTOMER remedial procedures are necessary, certified public accountant the SUPPLIER shall undertake promptly to prepare a plan of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Yearaction, to examine (but not copy) such records as implement it at a due date and to inform the CUSTOMER of this. Audits by other customers and certificates may be necessary accredited. The SUPPLIER shall, in relation to his deliveries, be prepared to carry out with the CUSTOMER and by agreement a joint audit of his subcontractors. The SUPPLIER shall permit on request without notice the relevant monitoring authorities or in the case of medical devices the "notified body" responsible for the sole purpose CUSTOMER to conduct an audit of verifying the calculation industrial premises in which products are manufactured and reporting of Net Sales the quality management procedures of the SUPPLIER and also to inspect all technical documentation relating to the correctness of any payment made under this Agreement for any period within product or to the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreementquality management system. 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 This comprises that the independent auditor believes SUPPLIER has to be due and payable hereunder to GlobeImmune, details concerning ensure that the same rights are enforceable regarding his subcontractors. Complaints Where 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 deviations of confidentiality and restrictions on use of such Confidential Information that processing are no less restrictive than the obligations set forth in Article 9. If, noticed as a result of any inspection assembly problems, CUSTOMER complaint or other examinations, the SUPPLIER shall be informed promptly. The CUSTOMER shall inform the SUPPLIER in writing (by fax or e-mail) and the SUPPLIER shall respond in written to the complaint within 2 work days, specifying the necessary measures and procedures to be undertaken. If no statement from the SUPPLIER is forthcoming, the CUSTOMER shall have the right to initiate appropriate/necessary measures. After notification of the books problem, the SUPPLIER shall undertake to instigate measures to investigate the cause of the fault and records to ensure that subsequent deliveries are free from error. The SUPPLIER shall provide immediately a substitute delivery The SUPPLIER shall undertake to analyze all deviations and to issue a statement in the form of Celgene, it is shown that payments under this Agreement were less than an 8D report. The final statement shall be brought to 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 attention of the customer in writing within ninety (90) 30 days. IfThe CUSTOMER shall reserve the right to charge to the SUPPLIER all costs ensuing from the complaint, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed accordance with the Securities and Exchange Commission pursuant causative principle. Furthermore, the CUSTOMER shall reserve the right to Rule 406 charge to the SUPPLIER an expenses allowance of the Securities Act of 1933, 250 EUR for each authorized complaint. The CUSTOMER may provide evidence as amendedmay be required. 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay Contacts Quality Assurance Officer / Quality Management Officer for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable outSUPPLIER: Name: Department: Tel: Fax: E-of-pocket costs of the audit.Mail: Quality Assurance Officer / Quality Management Officer for CUSTOMER: Name: Department: Tel: Fax:

Audits. During Upon the Term written request of Krenning, and for a period of five (5) years thereafternot more than once in each calendar year, Celgene MIP shall permit an independent, pexxxx xx independent certified public accountant accounting firm of nationally recognized standing appointed standing, selected by GlobeImmune, Krenning and reasonably acceptable to CelgeneMIP, at reasonable times and upon reasonable notice, but in no case more than once per Calendar YearKrenning's expense, to examine (but not copy) such records xxxx xxcess during normal business hours to sxxx xxxxxxs of MIP as may be reasonably necessary for to verify the sole purpose accuracy of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement royalty reports hereunder for any period within years ending not more than twenty-four (24) months prior to the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination date of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmunerequest. The independent, certified public accountant accounting firm shall disclose to GlobeImmune Krenning only whether the amounts that records are correct or not and the independent auditor believes to be due and payable hereunder to GlobeImmune, details specifix xxxxxxs concerning any discrepancy from discrepancies. All other confidential information of the amount paid and accounting firm, including working papers, shall be shared exclusively with the amount duelegal counsel representing the requesting party, and its subcontractors, for the purpose of analysis and verification, on a confidential basis, such that information provided by the accounting firm 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 independentto the requesting party. If such accounting firm concludes that additional royalties were owed during such period, 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 MIP shall pay the obligations set forth in Article 9. If, as a result of any inspection additional royalties within thirty (30) days of the books date of Krenning delivery to MIP such accounting firm's written report so coxxxxxxxx. The fees charged by such accounting firm shall be paid by Krenning, provided however, that if the audit discloses that the royxxxxxx xayable by MIP for the audited period are more than one hundred and records five ten percent (105%) of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paidroyalties actually paid for such period, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene MIP shall pay the reasonable out-of-pocket costs and direct fees and expenses charged by such accounting firm. Any overpayment determined pursuant to this provision shall be credited to the next payment due hereunder from MIP. If no further payments by MIP will be due hereunder then a refund of any such overpayment will be made within thirty (30) days of the auditdelivery of a detailed written accountants' report to the Parties hereto.

Audits. During The Buyer shall promptly notify, and Mayflower shall cause the Term Buyer to promptly notify, the Parent Shareholders in writing upon receipt by the Buyer, or any Affiliate of the Buyer (including the Company and the Subsidiary) of notice of any pending or threatened federal, state, local or foreign tax audit or assessment for which the Buyer may seek indemnification pursuant to the terms of the Indemnification Agreement. The Parent Shareholders shall have the sole right to represent the Company's and the Subsidiary's interests in any federal, state, local or foreign tax matter, including any audit or administrative or judicial proceeding of the filing of any amended return (a period "TAX MATTER"), involving a tax liability or potential tax liability for which the Buyer may seek indemnification pursuant to the Indemnification Agreement, and to employ counsel of five (5) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, the Parent Shareholder's choice and reasonably acceptable to Celgene, the Buyer at reasonable times the Parent Shareholder's expense. The Buyer agrees that it will cooperate fully with Parent Shareholders and upon reasonable notice, but its counsel in no case more than once per Calendar Year, to examine (but the defense or compromise of any Tax Matter. The Parent Shareholders will not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and concede the correctness of any payment made under this Agreement part of any proposed adjustment pertaining to Taxes and will not enter into any closing or compromise agreement with respect to any of the issues which form the basis for any period within such proposed adjustment without the preceding five (5) yearsconsent of the Buyer; provided PROVIDED, HOWEVER, that GlobeImmune shall only be if the Buyer fails to so consent, the Buyer may not thereafter seek indemnification for an amount in excess of the amount it would have been entitled to one audit following expiration had it consented to such closing or termination of this Agreementcompromise agreement. Results The Parent Shareholders will give the Buyer prompt notice of any such examination shall proposed audit adjustment pertaining to Taxes which might result in an additional amount of Taxes due for which the Buyer, the Company or Subsidiary may be made available to both Celgene and GlobeImmune. The independentliable, 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 including 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 adjustment or assessment of the books and records of Celgene, it is shown that payments under this Agreement were less than Company or Subsidiary for periods ending on or before the amount Closing Date 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 could result of any [*] = 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. 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that an increase in the event that Tax paid or payable by the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditCompany or Subsidiary for periods after such date.

Audits. During the Term and for a period of five (5) years [***] thereafter, Celgene at the request and expense of OncoMed under this Article 6, BSP shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmuneOncoMed, and reasonably acceptable to CelgeneBSP, at reasonable times and upon reasonable notice, but in no case more than once per Calendar YearYear thereafter, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any royalty payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall [***]. Payments over each period of time may be audited only be entitled to one audit following expiration or termination once during the lifetime of this Agreement. Results of any such examination shall be made available to both Celgene BSP and GlobeImmuneOncoMed. The independent, certified public accountant shall disclose to GlobeImmune OncoMed only the royalty amounts that which the independent auditor believes to be due and payable hereunder to GlobeImmuneOncoMed, 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 CelgeneBSP’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 CelgeneBSP, it is shown that OncoMed’s payments under this Agreement were less than the amount which should have been paid, then Celgene BSP shall make all payments required to be made to eliminate any discrepancy revealed by such said inspection within ninety (90) days[***]. If, as a result of any [*] = 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. inspection of the books and records of CelgeneBSP, it is shown that payments to OncoMed under this Agreement were more than the amount which should have been paid, then GlobeImmune shallthe amount of the overpayment shall be refunded to BSP within [***] or be credited against future royalty payments, at CelgeneBSP’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future paymentsoption. GlobeImmune OncoMed shall pay for such audits, except that in the event that BSP [***] Certain information in this document has been omitted and filed separately with the audited amounts were Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. underpaid by Celgene royalty payments by more than [***] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene BSP shall pay the reasonable out-of-pocket costs of the audit.

Audits. During Upon the Term written request of both Sellers and for a period of five (5) years thereafternot more than once in each calendar year, Celgene Imprimis shall permit an independent, independent certified public accountant accounting firm of nationally recognized standing appointed selected by GlobeImmune, the Sellers and reasonably acceptable to CelgeneImprimis, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Yearthe Sellers’ expense, to examine (but not copy) have access during normal business hours to such of the financial records of Imprimis as may be reasonably necessary to verify the accuracy of the Net Sales Payment Consideration reports hereunder for the sole purpose eight (8) calendar quarters immediately prior to the date of verifying such request (other than records for which the calculation and reporting of Sellers have already conducted an audit under this Section). If such accounting firm concludes that additional amounts were owed during the audited period, Imprimis shall pay such additional amounts within thirty (30) days after the date the Sellers deliver to Imprimis such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by the Sellers; provided, however, if the audit discloses that the Net Sales Payment Consideration payable by Imprimis for such period are more than one hundred ten percent (110%) of the Net Sales Payment Consideration actually paid for such period, then Imprimis shall pay the reasonable fees and the correctness of any payment made expenses charged by such accounting firm. The Sellers shall cause their accounting firm to retain all financial information subject to review under this Agreement for any period within Section 5.4 in strict confidence; provided, however, that Imprimis shall have the preceding five (5) years; provided right to require that GlobeImmune shall only be entitled such accounting firm, prior to 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 conducting 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 non-disclosure agreement obligating it with Imprimis regarding such financial information. The accounting firm shall disclose to be bound by obligations of confidentiality the Sellers only whether the reports are correct or not 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 amount of any inspection of the books discrepancy. No other information shall be shared. The Sellers shall treat all such financial information as Imprimis’ confidential information, and records of Celgene, shall not disclose such financial information to any Third Party or use it is shown that payments under for any purpose other than as specified in this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) daysSection 5.4. If, as a result of any CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS ARE MARKED WITH [*] = 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. 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 inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [**] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditAND HAVE BEEN FILED SEPARATELY WITH THE SEC.

Audits. During the Term and for a period of five (5) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to CelgeneLandlord, at reasonable times and upon reasonable noticeits own expense except as provided hereinbelow, but in no case more than once per Calendar Year, shall have the right from time to examine (but not copy) such records as may be necessary for time directly or through its accountants to audit the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that 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 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 Officer's Certificate referred to in Section 3.3.2 and in connection with such audits to examine Tenant's books and records with respect thereto (including supporting data, sales tax returns and Tenant's work papers); provided, however, that any audit of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this documentan Officer's Certificate referred to in Section 3.3.2 must be conducted, marked by bracketsand the results thereof delivered to Tenant, is filed on or before one (1) year after delivery to Landlord of such Officer's Certificate. At the end of such one (1) year period, the information contained in the Officer's Certificate shall be final and binding upon Landlord and Tenant, except with the Securities respect to any amount therein which Landlord has challenged in writing delivered to Tenant on or before expiration of such one (1) year period and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid any audit by Celgene Landlord discloses that Tenant has understated any revenue item by more than [*] Fifty Thousand and no/100 Dollars ($50,000.00) and such understatement results in Golf Course Revenue and Other Revenue, collectively, being understated by more than five percent (5%) of the undisputed amounts that actual amount thereof, then Landlord shall have the right to audit all prior years' information which has not theretofore been audited by Landlord. If any such audit discloses a deficiency in the payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been paid during made to the period in question date of payment thereof; provided, however, that as per to any audit that is commenced more than 12 months after the auditdate Golf Course Revenue or Other Revenue for any Fiscal Year is reported by Tenant to Landlord (i.e., Celgene to the extent permitted above), the deficiency, if any, with respect to such Golf Course Revenue or Other Revenue shall bear interest as permitted herein only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Tenant. If any such audit discloses that the Golf Course Revenue or Other Revenue for any Fiscal Year exceeds the Golf Course Revenue or Other Revenue reported by Tenant by more than five percent (5%), Tenant shall pay the reasonable out-of-pocket costs cost of such audit and examination. Tenant shall maintain, throughout the auditterm of this Lease, all books and records relating to Golf Course Revenue and Other Revenue received during such term.

Audits. During Issuer and each Revenue Participation Holder shall each have the Term and for right, at its own expense, but not more than ***** each, to audit the Distribution Records at the aforesaid office in order to verify the Settlement Reports rendered hereunder in connection with each Funded Qualifying Project. Any such audit shall be conducted only by a period of five (5) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed during reasonable business hours and in such manner as not to interfere with Distributor’s normal business activities, shall not continue for more than ***** and be conducted by GlobeImmunea third party accounting firm approved by the Revenue Participation Holders (Sxxxx & Axxxxxxx, Hxxxxx, Xxxxxxx & Company, and reasonably acceptable any of the so-called “Big-Four” accounting firms are hereby pre-approved), provided that no such firm is compensated on a “percentage of recovery” basis, it being understood that Distributor shall have the right to Celgeneapprove any “percentage of recovery” retainer), at reasonable times and upon reasonable noticeprovided, but however, that such third party accounting firm shall agree in no case more than once per Calendar Yearwriting, to examine (but not copy) such records as may be necessary for the sole purpose benefit of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that 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 Celgene and GlobeImmune. The independentDistributor, 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 the same duties of confidentiality arising under this Agreement. The Issuer and restrictions on use each Revenue Participation Holder shall be entitled to conduct the audit within ***** of the Issuer or each Revenue Participation Holder’s notice to conduct the audit. Issuer shall not have the right to examine or inquire into any matters or items which are contained in any such Settlement Report after the expiration of ***** from and after the date of receipt of such Confidential Information Settlement Report, and such Settlement Report shall be final and conclusive upon Issuer upon the expiration of such ***** period notwithstanding that the matters or items embraced by or contained therein may later be contained or referred to in a cumulative statement pertaining to more than one Accounting Period. Except in the context of litigation, such cumulative statement shall not be subject to audit by Issuer to the extent the material contained therein was first reflected on a Settlement Report submitted more than ***** prior to the date of mailing of such cumulative statement. Issuer shall be forever barred from maintaining or instituting any action or proceeding based upon, or in any way relating to, any transactions had by Distributor, its Affiliates, or its licensees, in connection with the Funded Qualifying Projects which are no less restrictive than reflected on any Settlement Report rendered hereunder, or the obligations set forth accuracy of any item appearing therein, unless written objection thereto stating with specificity the particular transaction(s) or item(s) to which Issuer objects shall have been delivered by Issuer to Distributor prior to the expiration of the ***** period with respect to such Settlement Report unless such action or proceeding is commenced within such period. Notwithstanding the foregoing, a notice of intention to conduct an audit or to institute litigation shall interrupt each aforementioned ***** period. In the event the audit is not conducted or litigation instituted within a reasonable delay from the date of such notice, the right to conduct such audit or institute litigation shall terminate ***** from a written notice thereof by the Distributor. The Issuer and each Revenue Participation Holder shall be entitled to examine: all licensing, distribution and sub-distribution agreements relating to Funded Qualifying Projects. If a Funded Qualifying Project has been distributed, licensed, sub-distributed or packaged with Productions which are not Funded Qualifying Projects (“Packaged Projects”), the Issuer and each Revenue Participation Holder shall be entitled to examine all licensing, distribution and sub-distribution agreements in Article 9. Ifconnection with such Funded Qualifying Project and such Packaged Projects, as well as all accounts, records, Distribution Records, Settlement Reports and documents which set forth, inter alia, the price allocation for such Funded Qualifying Project and such Packaged Projects. In connection with the delivery of each Settlement Report, Distributor shall provide an officer’s certificate that (i) sets forth the amount of all rebates, advances and credits allocated to one or more Funded Qualifying Projects pursuant to agreements with film processing laboratories or other home video replication entities (e.g., film duplication advances) for such Accounting Period (collectively, “Rebates”) (on a result Production by Production basis), (ii) the aggregate amount, if any, of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket third party costs (“Rebate Costs”) incurred in acquiring such Rebates allocated to one or more Funded Qualifying Projects (on a Production by Production basis), and (iii) certifies that, taking into account all of the auditfacts and circumstances, the Rebates and Rebate Costs were allocated to the Funded Qualifying Projects in a fair and reasonable manner. To the extent that the results of an audit of the Distribution Records reveals that additional Adjusted Receipts are due to Issuer, Distributor agrees to pay such sums to Issuer together with interest thereon at LIBOR, accruing from the date such amount should have been paid to Issuer.